Form 4 for SGI SOMNIGROUP INTERNATIONAL INC.
Accepted 2025-01-06 00:00:00 ET · period of report 2025-01-03 · accession 0001206264-25-000010 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-01-06 | 2025-01-03 | SGI | BUSTER H CLIFFORD III | CEO, North America | F - Tax | $55.74 | -52.0K | 263.1K | -16% | -$2.90M |
| DM | 2025-01-06 | 2025-01-03 | SGI | BUSTER H CLIFFORD III | CEO, North America | M - OptEx | $0.00 | +112.4K | 310.4K | +57% | $0 |
| DM | 2025-01-06 | 2025-01-03 | SGI | BUSTER H CLIFFORD III | CEO, North America | M - OptEx | $0.00 | -112.4K | 7,397 | -94% | $0 |
| D | 2025-01-06 | 2025-01-03 | SGI | BUSTER H CLIFFORD III | CEO, North America | A - Grant | $0.00 | +22.4K | 22.4K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-01-03 | F | D | 21,919 | $55.74 | 288,449 | D | — | — | |
| 2 | Common | Common Stock | 2025-01-03 | M | A | 7,400 | $0.00 | 295,849 | D | — | — | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 3 | Common | Common Stock | 2025-01-03 | F | D | 3,412 | $55.74 | 292,437 | D | — | — | |
| 4 | Common | Common Stock | 2025-01-03 | M | A | 24,050 | $0.00 | 316,487 | D | — | — | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 5 | Common | Common Stock | 2025-01-03 | F | D | 11,088 | $55.74 | 305,399 | D | — | — | |
| 6 | Common | Common Stock | 2025-01-03 | F | D | 4,125 | $55.74 | 259,618 | D | — | — | |
| 7 | Common | Common Stock | 2025-01-03 | M | A | 8,947 | $0.00 | 263,743 | D | — | — | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 8 | Common | Common Stock | 2025-01-03 | F | D | 2,989 | $55.74 | 254,796 | D | — | — | |
| 9 | Common | Common Stock | 2025-01-03 | M | A | 6,482 | $0.00 | 257,785 | D | — | — | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 10 | Common | Common Stock | 2025-01-03 | F | D | 5,445 | $55.74 | 251,303 | D | — | — | |
| 11 | Common | Common Stock | 2025-01-03 | M | A | 11,810 | $0.00 | 256,748 | D | — | — | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 12 | Common | Common Stock | 2025-01-03 | M | A | 6,522 | $0.00 | 266,140 | D | — | — | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 13 | Common | Common Stock | 2025-01-03 | F | D | 3,007 | $55.74 | 263,133 | D | — | — | |
| 14 | Common | Common Stock | 2025-01-03 | M | A | 47,235 | $0.00 | 310,368 | D | — | — | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 15 | Derivative | Performance Restricted Stock Units | 2025-01-03 | M | D | 47,235 | $0.00 | 0 | D | $0.00 · — to — | 47,235 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F7) On February 22, 2022, the Compensation Committee of the Board of Directors determined that the maximum performance conditions for the performance restricted stock units (PRSUs) granted on January 4, 2021 were achieved. The PRSUs vest in approximately three equal installments on January 4, 2023, 2024 and 2025. |
| 16 | Derivative | Restricted Stock Units | 2025-01-03 | M | D | 6,522 | $0.00 | 19,563 | D | $0.00 · — to — | 6,522 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F6) On January 4, 2024, the reporting person was granted 26,085 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 17 | Derivative | Performance Restricted Stock Units | 2025-01-03 | M | D | 24,050 | $0.00 | 48,097 | D | $0.00 · — to — | 24,050 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F9) On January 4, 2023, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 16, 2024 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2025, 2026 and 2027. |
| 18 | Derivative | Restricted Stock Units | 2025-01-03 | M | D | 8,947 | $0.00 | 17,892 | D | $0.00 · — to — | 8,947 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F5) On January 4, 2023, the reporting person was granted 35,786 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 19 | Derivative | Restricted Stock Units | 2025-01-03 | M | D | 6,482 | $0.00 | 6,482 | D | $0.00 · — to — | 6,482 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F4) On January 4, 2022, the reporting person was granted 25,928 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 20 | Derivative | Restricted Stock Units | 2025-01-03 | M | D | 11,810 | $0.00 | 0 | D | $0.00 · — to — | 11,810 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F3) On January 4, 2021, the reporting person was granted 47,241 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 21 | Derivative | Restricted Stock Units | 2025-01-03 | A | A | 22,426 | $0.00 | 22,426 | D | $0.00 · — to — | 22,426 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F10) On January 3, 2025, the reporting person was granted 22,426 restricted stock units, vesting in four annual installments beginning on January 4, 2026. |
| 22 | Derivative | Performance Restricted Stock Units | 2025-01-03 | M | D | 7,400 | $0.00 | 7,397 | D | $0.00 · — to — | 7,400 Common Stock | (F1) Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. (F8) On January 4, 2022, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 17, 2023 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2024, 2025 and 2026. |