Statement of Changes in Beneficial Ownership (4)
10 Mai 2023 - 10:55PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
SMITH CLARENCE H |
2. Issuer Name and Ticker or Trading Symbol
HAVERTY FURNITURE COMPANIES INC
[
HVT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO |
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(Last)
(First)
(Middle)
780 JOHNSON FERRY RD., SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/8/2023 |
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(Street)
ATLANTA, GA 30342- |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/8/2023 | | M | | 725 | A | $0 | 35025 | D | |
| Common Stock | 5/8/2023 | | M | | 2640 | A | $0 | 37665 | D | |
| Common Stock | 5/8/2023 | | M | | 2201 | A | $0 | 39866 | D | |
| Common Stock | 5/8/2023 | | M | | 2439 | A | $0 | 42305 | D | |
| Common Stock | 5/8/2023 | | F | | 3444 | D | $25.57 | 38861 | D | |
| Common Stock | | | | | | | | 7850 | I | By Georgia Limited Partnership |
| Common Stock | | | | | | | | 29689 | I | By Spouse |
| Class A Common Stock | | | | | | | | 112036 | D | |
| Class A Common Stock | | | | | | | | 1950 | I | By Spouse |
| Class A Common Stock | | | | | | | | 603497 | I | By Villa Clare, LP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Phantom Stock | $0 | 5/8/2023 | | A | | 466 | | (1) | (1) | Common Stock | 466 | $25.57 | 6007 | D | |
| RSUs 2019 | (2) | 5/8/2023 | | M | | | 725 | (2) | (2) | Common Stock | 725 | $0 | 0 | D | |
| RSUs 2020 | (3) | 5/8/2023 | | M | | | 2640 | (3) | (3) | Common Stock | 2640 | $0 | 0 | D | |
| RSUs 2021 | (4) | 5/8/2023 | | M | | | 2201 | (4) | (4) | Common Stock | 2201 | $0 | 2201 | D | |
| RSUs 2022 | (5) | 5/8/2023 | | M | | | 2439 | (5) | (5) | Common Stock | 2439 | $0 | 5534 | D | |
| RSUs 2023 | (6) | | | | | | | (6) | (6) | Common Stock | 8025 | | 8025 | D | |
| PRSUs 2022 | (7) | | | | | | | (7) | (7) | Common Stock | 26612 | | 26612 | D | |
| PRSUs.1 2022 | (8) | | | | | | | (8) | (8) | Common Stock | 6487 | | 6487 | D | |
| PRSUs 2021 | (9) | | | | | | | (9) | (9) | Common Stock | 37352 | | 37352 | D | |
| PRSUs 2021.1 | (10) | | | | | | | (10) | (10) | Common Stock | 6670 | | 6670 | D | |
| Explanation of Responses: |
| (1) | Deferred under Directors' Deferred Compensation Plan. Settlement will occur upon the earlier to occur of (i) termination of service on the Board of Directors, or (ii) death. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SMITH CLARENCE H
780 JOHNSON FERRY RD.
SUITE 800
ATLANTA, GA 30342- | X |
| Chairman & CEO |
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Signatures
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| Jenny H. Parker, Attorney-in-Fact | | 5/10/2023 |
| **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). |
| 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 control number. |
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