SEC Form 4
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*
Hagedorn Jason Dean

(Last) (First) (Middle)
600 EAST SECOND STREET

(Street)
MUSCATINE IA 52761

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HNI CORP [ HNI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Allsteel Inc.
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 02/13/2023 M(1) 864 A $0(2) 21,658.923 D
Common Stock 02/13/2023 F(3) 309 D $31.1 21,349.923 D
Common Stock 928.876 I Profit-Sharing Retirement Plan
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 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
Restricted Stock Units $0.0(2) 02/13/2023 M(1) 864 02/12/2020 (4) Common Stock 864 $0 0 D
Explanation of Responses:
1. Represents the conversion of Restricted Stock Units into Common Stock. On February 12, 2020, the reporting person was granted 2,590 Restricted Stock Units ("2020 Grant") to vest one-third in equal installments over a three year period beginning on the first anniversary of the grant date. The first installment of 863 fully vested on February 12, 2021. The second installment of 863 fully vested on February 12, 2022. The third installment of 864 fully vested on February 12, 2023.
2. Each restricted stock unit represents a contingent right to receive one share of Issuer's Common Stock.
3. The reporting person is reporting the withholding by the Issuer of an aggregate 309 shares of Common Stock that vested on February 12, 2023 pursuant to the 2020 Grant, but that were not issued in order to satisfy the reporting person's tax withholding obligations.
4. On February 12, 2020, the reporting person was granted 2,590 Restricted Stock Units, to vest one-third in equal installments over a three year period beginning on the first anniversary of the grant date. The first installment of Restricted Stock Units vested on February 12, 2021, the second installment of Restricted Stock Units vested on February 12, 2022, and the third installment of Restricted Stock Units vested on February 12, 2023.
Remarks:
/s/ Steven M. Bradford, By Power of Attorney 02/14/2023
** 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).
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