11/18/2024 | Press release | Distributed by Public on 11/18/2024 17:47
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STADIUM CAPITAL MANAGEMENT LLC 199 ELM STREET NEW CANAAN, CT 06840 |
X | |||
Stadium Capital Management GP, L.P. 199 ELM STREET NEW CANAAN, CT 06840 |
X | |||
Stadium Special Opportunity I, L.P. 199 ELM STREET NEW CANAAN, CT 06840 |
See Explanation of Responses | |||
STADIUM CAPITAL PARTNERS L P 199 ELM STREET NEW CANAAN, CT 06840 |
See Explanation of Responses | |||
SEAVER ALEXANDER M 199 ELM STREET NEW CANAAN, CT 06840 |
X |
Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager | 11/18/2024 |
**Signature of Reporting Person | Date |
Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager | 11/18/2024 |
**Signature of Reporting Person | Date |
Stadium Special Opportunity I, L.P.; By Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager | 11/18/2024 |
**Signature of Reporting Person | Date |
Stadium Capital Partners, L.P.; By Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager | 11/18/2024 |
**Signature of Reporting Person | Date |
/s/ Alexander M. Seaver | 11/18/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is filed jointly by Stadium Capital Management, LLC ("SCM"), Stadium Capital Management GP, L.P. ("SCMGP"), Stadium Special Opportunity I, L.P. ("SSO"), Stadium Capital Partners, L.P. ("SCP") and Alexander M. Seaver (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of Sleep Number Corporation's (the "Issuer") outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.4921 to $14.3680 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(3) | Securities owned directly by SCP. As the general partner of SCP, SCMGP may be deemed to beneficially own the securities owned directly by SCP. SCM, as the investment advisor of SCP and general partner of SCMGP, may be deemed to beneficially own the securities owned directly by SCP. Mr. Seaver, as the manager of SCM, may be deemed to beneficially own the securities owned directly by SCP. |
(4) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.4354 to $13.4000 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(5) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.4795 to $13.6300 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(6) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.0400 to $12.2076 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(7) | Securities owned directly by SSO. As the general partner of SSO, SCMGP may be deemed to beneficially own the securities owned directly by SSO. SCM, as the investment advisor of SSO and general partner of SCMGP, may be deemed to beneficially own the securities owned directly by SSO. Mr. Seaver, as the manager of SCM, may be deemed to beneficially own the securities owned directly by SSO. |