| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sally Beauty Holdings, Inc. [ SBH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 12/03/2014 | M | 43,750 | A | $11.39 | 115,830 | D | |||
| Common Stock | 12/03/2014 | M | 33,185 | A | $19.21 | 149,015 | D | |||
| Common Stock | 12/03/2014 | S | 76,935 | D | $30.7089(1) | 72,080 | D | |||
| Common Stock | 12/04/2014 | M | 47,299 | A | $19.21 | 119,379 | D | |||
| Common Stock | 12/04/2014 | M | 45,598 | A | $23.49 | 164,977 | D | |||
| Common Stock | 12/04/2014 | S | 92,897 | D | $30.5988(2) | 72,080 | D | |||
| Common Stock | 1,088.3714 | I | by 401(k) Profit Sharing | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Employee Stock Option (Right to Buy) | $11.39 | 12/03/2014 | M | 43,750 | (3) | 10/19/2020 | Common Stock | 43,750 | $11.39 | 0.0000 | D | ||||
| Employee Stock Option (Right to Buy) | $19.21 | 12/03/2014 | M | 33,185 | (4) | 10/26/2021 | Common Stock | 33,185 | $19.21 | 74,127 | D | ||||
| Employee Stock Option (Right to Buy) | $19.21 | 12/04/2014 | M | 47,299 | (4) | 10/26/2021 | Common Stock | 47,299 | $19.21 | 26,828 | D | ||||
| Employee Stock Option (Right to Buy) | $23.49 | 12/04/2014 | M | 45,598 | (5) | 10/29/2022 | Common Stock | 45,598 | $23.49 | 45,598 | D | ||||
| Explanation of Responses: |
| 1. Reflects the weighted average sale price. The range of prices for these transactions was $30.70 to $30.74. 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. |
| 2. Reflects the weighted average sale price. The range of prices for these transactions was $30.50 to $30.70. 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. |
| 3. The options vest annually in four equal installments beginning on October 18, 2011. |
| 4. The options vest annually in four equal installments beginning on October 25, 2012. |
| 5. The options vest annually in four equal installments beginning on October 28, 2013. |
| Matt Haltom, Attorney-in-fact | 12/05/2014 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||