08/27/2026 | Press release | Distributed by Public on 08/27/2026 12:52
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (Right to Buy) | $48.88 | 08/26/2026 | D(5) | 40,917 | 03/15/2018 | 12/29/2026 | Common Stock | 40,917 | $9.7759 | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $36.33 | 08/26/2026 | D(5) | 55,051 | 03/15/2020 | 12/16/2028 | Common Stock | 55,051 | $7.266 | 0 | D | ||||
| Cash-Settled Restricted Stock Units | (6) | 08/26/2026 | A | 1,167,338 | (6) | (6) | Common Stock | 1,167,338 | (6) | 1,167,338 | D | ||||
| Cash-Settled Restricted Stock Units | (6) | 08/26/2026 | D | 1,167,338 | (6) | (6) | Common Stock | 1,167,338 | (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GLASSMAN KARL G NO 1 LEGGETT ROAD CARTHAGE, MO 64836 |
X | President and CEO | ||
| /s/ Stanley Scott Luton, attorney-in-fact | 08/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Leggett & Platt, Incorporated (Leggett), Somnigroup International Inc (Somnigroup), and Sparrow Unity Corporation, a wholly owned subsidiary of Somnigroup (Merger Sub) entered into an Agreement and Plan of Merger, dated 4/13/26 (the Merger Agreement), pursuant to which Merger Sub merged with and into Leggett (the Merger). At the effective time of the Merger (the Effective Time), each outstanding Leggett performance stock unit for which the performance period had not yet ended was assumed by Somnigroup and converted into the right to receive 0.1455 restricted stock units with respect to shares of Somnigroup common stock (each, a Somnigroup RSU) on the same terms, except the performance vesting conditions were deemed achieved at 200% of target (Assumed PSU Awards). The total represents a deemed acquisition by the reporting person of Leggett shares underlying the portion of the Assumed PSU Awards that, by their original terms, were to be settled in shares of Leggett common stock. |
| (2) | Reflects shares of Leggett common stock, outstanding Leggett restricted stock unit awards, and the portion of the Assumed PSU Awards held by the reporting person that, by their terms, were to be settled in shares of Leggett common stock, each of which, at the Effective Time, was converted into the right to receive 0.1455 shares of Somnigroup common stock or Somnigroup RSUs, or the cash equivalent thereof, as applicable, pursuant to the terms of the Merger Agreement. |
| (3) | Reflects shares beneficially owned by the reporting person held by the Glassman Living Trust, each of which, at the Effective Time, was cancelled and converted into the right to receive 0.1455 shares of Somnigroup common stock. |
| (4) | Reflects shares beneficially owned by the reporting person held in trust in the Leggett retirement plan, each of which, at the Effective Time, was cancelled and converted into the right to receive 0.1455 shares of Somnigroup common stock. |
| (5) | At the Effective Time, each outstanding Leggett stock option held by the reporting person was assumed by Somnigroup and converted into the right to receive 0.1455 options to purchase shares of Somnigroup common stock under the same terms, except the exercise price will equal the quotient obtained by dividing (i) the exercise price of the Leggett option, by (ii) 0.1455, rounded up to the nearest whole cent. |
| (6) | The total in columns 5 and 7 represents the portion of the Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the Effective Time, each such Assumed PSU Award was assumed by Somnigroup and converted into a Somnigroup RSU that represents a conditional right to receive a cash payment equal to the closing price of Somnigroup common stock on the applicable vesting date. Such Somnigroup RSUs will vest on the same schedule as the Assumed PSU Awards, on December 31, 2026, December 31, 2027 and December 31, 2028, respectively, and cash payments therefor will be delivered to the reporting person no later than March 15 following the respective vesting date. |