FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

RABIN EDWARD W
2. Issuer Name and Ticker or Trading Symbol

Sally Beauty Holdings, Inc. [ SBH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SALLY BEAUTY HOLDINGS, INC., 3001 COLORADO BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2020
(Street)

DENTON, TX 76210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/15/2020  M  6306 A$0 31826 D  
Common Stock         118750 I By Trust (1)
Common Stock         22500 I By Wife (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (3)11/15/2020  M     6306  11/15/2020  (4)Common Stock 6306 $0 2102 D  

Explanation of Responses:
(1) Shares held by Edward Rabin Trust, f/b/o Edward Rabin, Jackie Rabin and family.
(2) Shares held by Jackie Rabin SEP IRA, f/b/o Jackie Rabin.
(3) Restricted stock units convert into common stock on a one-for-one basis.
(4) On November 5, 2019, the reporting person was granted 8,408 restricted stock units ("RSUs") pursuant to the Sally Beauty Holdings, Inc. Amended and Restated Independent Director Compensation Policy. Such RSUs vested on November 15, 2020 and the reporting person elected to receive 6,306 shares of common stock in settlement of the RSUs on such date and the remaining 2,102 will be deferred until the date such reporting person's services as a Director of the Issuer has terminated.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RABIN EDWARD W
C/O SALLY BEAUTY HOLDINGS, INC.
3001 COLORADO BLVD
DENTON, TX 76210
X



Signatures
/s/ Cade Newman, Attorney-in-fact11/17/2020
**Signature of Reporting PersonDate

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