SEC Form 4 · accession 0001127602-19-009710
HAVERTY FURNITURE COMPANIES INC · HVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clarence H Smith
Officer — Chairman, President & CEO · Director
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 9:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000216085
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 28, 2019 | S | 9,976 | $24.009 | D | 32,820 | D | |
| Common Stock | Feb 28, 2019 | G | 1,377 | $0.00 | D | 31,443 | D | |
| Common Stock | Feb 28, 2019 | M | 16,109 | $0.00 | A | 47,552 | D | |
| Common Stock | Feb 28, 2019 | F | 7,306 | $24.36 | D | 40,246 | D | |
| Class A Common Stock | holding | — | — | — | 87,036 | D | ||
| Class A Common Stock | holding | — | — | — | 1,950 | I | By Spouse | |
| Class A Common StockF2 | holding | — | — | — | 603,497 | I | By Villa Clare, LP | |
| Class A Common StockF2 | holding | — | — | — | 603,497 | I | By West Wesley, LLC | |
| Common StockF3 | holding | — | — | — | 7,850 | I | By Georgia Limited Partnership | |
| Common Stock | holding | — | — | — | 29,689 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PRSUs 2016F4 | — | Feb 28, 2019 | M | 16,109 | D | — | — | Common Stock | 16,109 | 0 | D |
| Phantom StockF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,085 | 4,085 | D |
| PRSUs 2015.1F6 | — | holding | — | — | — | — | — | Common Stock | 1,422 | 1,422 | D |
| PRSUs 2017F7 | — | holding | — | — | — | — | — | Common Stock | 14,384 | 14,384 | D |
| PRSUs 2018F8 | — | holding | — | — | — | — | — | Common Stock | 14,352 | 14,352 | D |
| RSUs 2018F9 | — | holding | — | — | — | — | — | Common Stock | 2,580 | 2,580 | D |
| RSUs 2019F10 | — | holding | — | — | — | — | — | Common Stock | 2,900 | 2,900 | D |
| Stock Appreciation RightsF11 | $18.14 | holding | — | — | — | — | Jan 24, 2020 | Common Stock | 22,000 | 22,000 | D |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $23.90 to $24.16. The price reported reflects the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
- F10Restricted Stock Units ("RSUs") award granted 1/31/2019 under the 2014 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2020. Each RSU is equivalent to one share of common stock upon vesting.
- F11Stock-Settled Appreciation rights ("SARs") granted under the 2004 Long-Term Incentive Plan. SARs vest in four equal installments, beginning on 5/8/2014, and expire seven years from the grant date.
- F2These shares are held by Villa Clare, LP, a limited partnership ("VC") and are also reported herein by West Wesley, LLC, a limited liability company ("WW"), the partnership's general partner. Mr. Smith is the sole manager of WW. Mr. Smith disclaims beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein.
- F3Mr. Smith is a partner in a Georgia limited partnership which beneficially owns these shares of Common Stock. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership.
- F4Performance Restricted Stock Units ("PRSUs") award granted 1/26/2016 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2016. This amount represents the number of performance units earned for fiscal year 2016, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2017. The performance units vest on February 28, 2019.
- F5Deferred under Directors' Deferred Compensation Plan. Settlement will occur upon the earlier to occur of (i) termination of service on the Board of Directors, or (ii) death.
- F6Performance Restricted Stock Units ("PRSUs") award granted 1/23/2015 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the Company's sales performance for each of the four years 2015 -2018. This amount represents the number of performance units earned for fiscal 2018, which were certified by the Nominating, Compensation and Governance Committee on 1/31/2019 and will vest on May 8, 2019.
- F7Performance Restricted Stock Units ("PRSUs") award granted 1/30/2017 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2017. This amount represents the number of performance units earned for fiscal year 2017, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2018. The performance units vest on February 28, 2020.
- F8Performance Restricted Stock Units ("PRSUs") award granted 1/30/2018 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2018. This amount represents the number of performance units earned for fiscal year 2018, which were certified by the Nominating, Compensation and Governance Committee. The performance units vest on February 28, 2021.
- F9Restricted Stock Units ("RSUs") award granted 1/30/2018 under the 2014 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2019. Each RSU is equivalent to one share of common stock upon vesting.