Statement of Changes in Beneficial Ownership (4)
November 19 2014 - 6:01PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WINTERHALTER GARY
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2. Issuer Name
and
Ticker or Trading Symbol
Sally Beauty Holdings, Inc.
[
SBH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
C/O SALLY BEAUTY HOLDINGS, INC., 3001 COLORADO BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2014
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(Street)
DENTON, TX 76210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/17/2014
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M
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459037.0000
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A
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$9.5700
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698678.0000
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D
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Common Stock
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11/17/2014
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S
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459037.0000
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D
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$29.8331
(1)
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239641.0000
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D
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Common Stock
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11/18/2014
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M
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148131.0000
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A
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$5.2400
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387772.0000
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D
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Common Stock
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11/18/2014
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M
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139863.0000
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A
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$9.5700
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527635.0000
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D
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Common Stock
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11/18/2014
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M
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12006.0000
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A
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$8.8000
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539641.0000
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D
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Common Stock
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11/18/2014
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S
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300000.0000
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D
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$29.8584
(2)
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239641.0000
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D
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Common Stock
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11/19/2014
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M
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450000.0000
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A
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$11.3900
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689641.0000
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D
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Common Stock
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11/19/2014
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M
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450000.0000
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A
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$7.4200
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1139641.0000
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D
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Common Stock
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11/19/2014
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M
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301869.0000
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A
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$5.2400
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1441510.0000
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D
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Common Stock
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11/19/2014
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S
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301869.0000
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D
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$30.1564
(3)
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1139641.0000
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D
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Common Stock
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11/19/2014
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S
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900000.0000
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D
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$30.1915
(4)
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239641.0000
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D
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Common Stock
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11/17/2014
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S
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2668.9582
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D
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$29.7093
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0.0000
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I
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by 401(k) Profit Sharing
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Common Stock
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123630.0000
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I
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by trust A
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Common Stock
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50966.0000
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I
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by trust B
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Common Stock
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50965.0000
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I
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by trust C
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$9.5700
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11/17/2014
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M
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459037.0000
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12/3/2007
(5)
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12/4/2016
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Common Stock
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459037.0000
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$9.5700
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139863.0000
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D
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Employee Stock Option (Right to Buy)
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$5.2400
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11/18/2014
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M
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148131.0000
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(6)
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10/22/2018
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Common Stock
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148131.0000
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$5.2400
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301869.0000
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D
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Employee Stock Option (Right to Buy)
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$8.8000
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11/18/2014
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M
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12006.0000
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(7)
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10/24/2017
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Common Stock
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12006.0000
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$8.8000
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0.0000
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D
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Employee Stock Option (Right to Buy)
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$9.5700
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11/18/2014
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M
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139863.0000
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12/3/2007
(5)
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12/4/2016
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Common Stock
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139863.0000
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$9.5700
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0.0000
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D
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Employee Stock Option (Right to Buy)
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$11.3900
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11/19/2014
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M
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450000.0000
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(8)
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10/19/2020
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Common Stock
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450000.0000
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$11.3900
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0.0000
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D
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Employee Stock Option (Right to Buy)
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$7.4200
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11/19/2014
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M
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450000.0000
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(9)
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10/21/2019
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Common Stock
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450000.0000
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$7.4200
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0.0000
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D
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Employee Stock Option (Right to Buy)
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$5.2400
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11/19/2014
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M
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301869.0000
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(6)
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10/22/2018
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Common Stock
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301869.0000
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$5.2400
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0.0000
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D
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Explanation of Responses:
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(
1)
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Reflects the weighted average sale price. The range of prices for these transactions was $29.75 to $30.26. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
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(
2)
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Reflects the weighted average sale price. The range of prices for these transactions was $29.75 to $29.99. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
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(
3)
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Reflects the weighted average sale price. The range of prices for these transactions was $30.05 to $30.28. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
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(
4)
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Reflects the weighted average sale price. The range of prices for these transactions was $30.00 to $30.50. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
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(
5)
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The options vest in four equal annual installments beginning on December 3, 2007.
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(
6)
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The options vest in four equal annual installments beginning on October 21, 2009.
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(
7)
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The options vest annually in four equal installments beginning on October 23, 2008.
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(
8)
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The options vest annually in four equal installments beginning on October 18, 2011.
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(
9)
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The options vest annually in four equal installments beginning on October 20, 2010.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WINTERHALTER GARY
C/O SALLY BEAUTY HOLDINGS, INC.
3001 COLORADO BLVD
DENTON, TX 76210
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X
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Chairman & CEO
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Signatures
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Matt Haltom, Attorney-in-fact
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11/19/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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