Statement of Changes in Beneficial Ownership (4)
April 23 2021 - 2:44PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Lorenger Jeffrey D |
2. Issuer Name and Ticker or Trading Symbol
HNI CORP
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HNI
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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)
President & CEO |
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(Last)
(First)
(Middle)
600 EAST SECOND STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/21/2021 |
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(Street)
MUSCATINE, IA 52761
(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 | 4/21/2021 | | M(1) | | 29617 | A | $31.79 | 253720.244 | D | |
| Common Stock | 4/21/2021 | | S | | 29617 | D | $41.14 (2) | 224103.244 | D | |
| Common Stock | 4/21/2021 | | M(1) | | 22312 | A | $31.79 | 246415.244 | D | |
| Common Stock | 4/21/2021 | | S | | 22312 | D | $41.13 (3) | 224103.244 | D | |
| Common Stock | 4/22/2021 | | M(4) | | 3655 | A | $31.79 | 227758.244 | D | |
| Common Stock | 4/22/2021 | | M(4) | | 2756 | A | $31.79 | 230514.244 | D | |
| Common Stock | | | | | | | | 6001.497 | I | Profit Sharing Retirement Plan |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Non-qualifying employee stock options (right to buy) | $31.79 | 4/21/2021 | | M | | | 29617 | 2/13/2017 | 2/13/2023 | Common Stock | 29617.0 | $0 | 3655 | D | |
| Non-qualifying employee stock option (right to buy) | $31.79 | 4/21/2021 | | M | | | 22312 | 2/13/2017 | 2/13/2023 | Common Stock | 22312.0 | $0 | 2756 | D | |
| Non-qualifying employee stock option (right to buy) | $31.79 | 4/22/2021 | | M | | | 3655 | 2/13/2017 | 2/13/2023 | Common Stock | 3655.0 | $0 | 0 | D | |
| Non-qualifying employee stock option (right to buy) | $31.79 | 4/22/2021 | | M | | | 2756 | 2/13/2017 | 2/13/2023 | Common Stock | 2756.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | The sale was effected pursuant to a Rule 10b5-1 trading plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and HNI Corporation's policies regarding stock transactions, including its insider trading policy. |
| (2) | The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.000 - $41.480, inclusive. The reporting person undertakes to provide HNI Corporation, any security holder of HNI Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4 |
| (3) | The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.000 - $41.440, inclusive. The reporting person undertakes to provide HNI Corporation, any security holder of HNI Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4 |
| (4) | This is an exercise and hold transaction. This transaction is the second in a two step transaction initiated on April 19, 2021, under a 10b5-1 plan where options were exercised and shares sold to cover taxes and expenses. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lorenger Jeffrey D
600 EAST SECOND STREET
MUSCATINE, IA 52761 | X |
| President & CEO |
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Signatures
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| /s/ Steven M. Bradford, By Power of Attoney | | 4/23/2021 |
| **Signature of Reporting Person | Date |
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