Statement of Changes in Beneficial Ownership (4)
January 25 2021 - 5:22PM
Edgar (US Regulatory)
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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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, President & CEO |
(Last)
(First)
(Middle)
780 JOHNSON FERRY RD., SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/24/2020 |
(Street)
ATLANTA, GA 30342-
(City)
(State)
(Zip)
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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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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 | 11/24/2020 | | G |
V
| 1129 | D | $0 | 17058 | D | |
Common Stock | | | | | | | | 7850 (1) | 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 (2) | I | By Villa Clare, LP |
Class A Common Stock | | | | | | | | 603497 (2) | I | By West Wesley, LLC |
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 |
RSUs 2021 | (3) | 1/21/2021 | | A | | 6670 | | (3) | (3) | Common Stock | 6670 | $0 | 6670 | D | |
PRSUs 2020 | (4) | 1/21/2021 | | A | | 44800 | | (4) | (4) | Common Stock | 44800 | $0 | 44800 | D | |
PRSUs 2020.1 | (5) | 1/21/2021 | | A | | 7680 | | (5) | (5) | Common Stock | 7680 | $0 | 7680 | D | |
PRSUs 2019 | (6) | | | | | | | (6) | (6) | Common Stock | 8477 | | 8477 | D | |
PRSUs 2018 | (7) | | | | | | | (7) | (7) | Common Stock | 14352 | | 14352 | D | |
RSUs 2020 | (8) | | | | | | | (8) | (8) | Common Stock | 8000 | | 8000 | D | |
RSUs 2019 | (9) | | | | | | | (9) | (9) | Common Stock | 2175 | | 2175 | D | |
RSUs 2018 | (10) | | | | | | | (10) | (10) | Common Stock | 1290 | | 1290 | D | |
Phantom Stock | $0 | | | | | | | (11) | (11) | Common Stock | 4719 | | 4719 | D | |
Explanation of Responses: |
(1) | Mr. Smith is a partner in a Georgia limited partnership which beneficially owns these shares of Common Stock. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership. |
(2) | These shares are held by Villa Clare, LP, a limited partnership ("VC") and are also reported herein by West Wesley, LLC, a limited liability company ("WW"), the partnership's general partner. Mr. Smith is the sole manager of WW. Mr. Smith disclaims beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein. |
(3) | 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. |
(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 EBITDA for the year ended December 31, 2020 and will vest on February 28, 2023. |
(5) | 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. |
(6) | Performance Restricted Stock Units ("PRSUs") award granted 1/31/2019. 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, 2019 and will vest on February 28, 2022. |
(7) | Performance Restricted Stock Units ("PRSUs") award granted 1/30/2018 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2018. This amount represents the number of performance units earned for fiscal year 2018, which were certified by the Nominating, Compensation and Governance Committee. The performance units vest on February 28, 2021. |
(8) | 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. |
(9) | 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. |
(10) | Restricted Stock Units ("RSUs") award granted 1/30/2018 under the 2014 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2019. Each RSU is equivalent to one share of common stock upon vesting. |
(11) | 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. |
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, President & CEO |
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Signatures
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Jenny H. Parker, Attorney-in-Fact | | 1/25/2021 |
**Signature of Reporting Person | Date |
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