Sleep Number Corporation

11/04/2024 | Press release | Distributed by Public on 11/04/2024 18:15

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
STADIUM CAPITAL MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
Sleep Number Corp [SNBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
199 ELM STREET
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2024
(Street)
NEW CANAAN, CT 06840
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share(1) 10/31/2024 P 8,100 A $12.9697(2) 1,869,089 I By: Stadium Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 10/31/2024 P 50,911 A $13.9648(4) 1,920,000 I By: Stadium Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 11/01/2024 P 87,205 A $12.9303(5) 2,007,205 I By: Stadium Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 11/01/2024 P 11,500 A $13.7573(6) 2,018,705 I By: Stadium Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 11/04/2024 P 36,097 A $13.0936(7) 2,054,802 I By: Stadium Capital Partners, L.P.(3)
Common Stock, par value $0.01 per share(1) 401,459 I By: Stadium Special Opportunity I, L.P.(8)
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Owners

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

Signatures

Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager 11/04/2024
**Signature of Reporting Person Date
Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager 11/04/2024
**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 11/04/2024
**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 11/04/2024
**Signature of Reporting Person Date
/s/ Alexander M. Seaver 11/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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 $12.5000 to $13.2965 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 $13.6192 to $14.0546 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 $12.5103 to $13.4893 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 $13.5419 to $13.8721 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) The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.0255 to $13.1606 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.
(8) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.