SEC FORM 4

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^*

CLARY J EDWARD

(Last)

(First)

(Middle)

780 JOHNSON FERRY RD.

SUITE 800

(Street)

ATLANTA

30342-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAVERTY FURNITURE COMPANIES INC [ HVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2023		M		11,025	A	$0	42,124	D
Common Stock	02/28/2023		M		1,890	A	$0	44,014	D
Common Stock	02/28/2023		F		5,858	D	$37.74	38,156	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PRSUs 2022	⁽¹⁾	02/24/2023		A		5,063		⁽¹⁾	⁽¹⁾	Common Stock	5,063	$0	5,063	D
PRSUs.1 2022	⁽²⁾	02/24/2023		A		1,234		⁽²⁾	⁽²⁾	Common Stock	1,234	$0	1,234	D
PRSUs 2020	⁽³⁾	02/28/2023		M			11,025	⁽³⁾	⁽³⁾	Common Stock	11,025	$0	0	D
PRSUs 2020.1	⁽⁴⁾	02/28/2023		M			1,890	⁽⁴⁾	⁽⁴⁾	Common Stock	1,890	$0	0	D
PRSUs 2021	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	8,218		8,218	D
PRSUs 2021.1	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	1,468		1,468	D
RSUs 2023	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	2,715		2,715	D
RSUs 2022	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	2,600		2,600	D
RSUs 2021	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	1,660		1,660	D
RSUs 2020	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,114		1,114	D
RSUs 2019	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	862		862	D

Explanation of Responses:

1. Performance Restricted Stock Units ("PRSUs") award granted 1/26/2022. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on EBITDA for the year ended December 31, 2022, and will vest on February 28, 2025.

2. Performance Restricted Stock Units ("PRSUs") award granted 1/26/2022. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on consolidated sales for the year ended December 31, 2022, and will vest on February 28, 2025.

3. Performance Restricted Stock Units ("PRSUs") award granted 1/23/2020. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on EBITDA for the year ended December 31, 2020 and will vest on February 28, 2023.

4. Performance Restricted Stock Units ("PRSUs") award granted 1/23/2020. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on comparable store sales for the year ended December 31, 2020 and will vest on February 28, 2023.

5. Performance Restricted Stock Units ("PRSUs") award granted 1/21/2021. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on EBITDA for the year ended December 31, 2021 and will vest on February 28, 2024.

6. Performance Restricted Stock Units ("PRSUs") award granted 1/21/2021. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on consolidated sales for the year ended December 31, 2021 and will vest on February 28, 2024.

7. Restricted Stock Units granted 1/26/2023 and vest ratably over 3 years beginning 5/8/2024. Each RSU is equivalent to one share of common stock upon vesting.

8. Restricted Stock Units granted 1/26/2022 and vest ratably over 3 years beginning 5/8/2023. Each RSU is equivalent to one share of common stock upon vesting.

9. Restricted Stock Units granted 1/21/2021 and vest ratably over 3 years beginning 5/8/2022. Each RSU is equivalent to one share of common stock upon vesting.

10. Restricted Stock Units granted 1/23/2020 and vest ratably over 3 years beginning 5/8/2021. Each RSU is equivalent to one share of common stock upon vesting.

11. Restricted Stock Units ("RSUs") award granted 1/31/2019 under the 2014 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2020. Each RSU is equivalent to one share of common stock upon vesting.

	Jenny H. Parker, Attorney-in-Fact	02/28/2023
	** 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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