08/28/2026 | Press release | Distributed by Public on 08/28/2026 14:04
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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 | ||||||||
| Restricted Stock Units | $ 0 | 08/26/2026 | A | 4,992 | 12/31/2026 | 12/31/2026 | Common Stock | 4,992 | (2) | 4,992 | D | ||||
| Cash Settled Restricted Stock Units | $ 0 | 08/26/2026 | A | 4,992 | 12/31/2026 | 12/31/2026 | Common Stock | 4,992 | (3) | 4,992 | D | ||||
| Restricted Stock Units | $ 0 | 08/26/2026 | A | 1,109 | (4) | (4) | Common Stock | 1,109 | (4) | 1,109 | D | ||||
| Restricted Stock Units | $ 0 | 08/26/2026 | A | 10,825 | 12/31/2027 | 12/31/2027 | Common Stock | 10,825 | (5) | 10,825 | D | ||||
| Cash Settled Restricted Stock Units | $ 0 | 08/26/2026 | A | 10,825 | 12/31/2027 | 12/31/2027 | Common Stock | 10,825 | (6) | 10,825 | D | ||||
| Restricted Stock Units | $ 0 | 08/26/2026 | A | 4,811 | (7) | (7) | Common Stock | 4,811 | (7) | 4,811 | D | ||||
| Restricted Stock Units | $ 0 | 08/26/2026 | A | 9,222 | 12/31/2028 | 12/31/2028 | Common Stock | 9,222 | (8) | 9,222 | D | ||||
| Cash Settled Restricted Stock Units | $ 0 | 08/26/2026 | A | 9,221 | 12/31/2028 | 12/31/2028 | Common Stock | 9,221 | (9) | 9,221 | D | ||||
| Restricted Stock Units | $ 0 | 08/26/2026 | A | 6,148 | (10) | (10) | Common Stock | 6,148 | (10) | 6,148 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HAGALE JAMES TYSON 100 CRESCENT CT. SUITE 700 DALLAS, TX 75201 |
President - Leggett & Platt | |||
| /s/ Bhaskar Rao Attorney-in-Fact | 08/28/2026 | |
| **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"), Issuer and Sparrow Unity Corporation, a direct, wholly owned subsidiary of Issuer ("Merger Sub") entered into an Agreement and Plan of Merger, dated April 13, 2026 (the "Merger Agreement") pursuant to which Merger Sub merged into Leggett (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Leggett common stock was cancelled and converted into the right to receive 0.1455 shares of Issuer common stock. At the effective time of the Merger, the reporting person received the shares of Issuer common stock reflected above in exchange for 61,706 shares of Leggett common stock. |
| (2) | Received in the Merger in exchange for employee performance stock units to acquire 17,155 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2024 Assumed PSU Awards"). The total in column 5 reflects the 2024 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. |
| (3) | The total in columns 5 and 7 represents the portion of the 2024 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2024 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2026. The cash payment for the 2024 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2027. |
| (4) | Received in the Merger in exchange for employee restricted stock units to acquire 7,625 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2024 Assumed RSU Awards"). The total in column 5 reflects the 2024 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2024 Assumed RSU Awards will vest on February 26, 2027. |
| (5) | Received in the Merger in exchange for employee performance stock units to acquire 37,198 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2025 Assumed PSU Awards"). The total in column 5 reflects the 2025 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. |
| (6) | The total in columns 5 and 7 represents the portion of the 2025 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2025 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2027. The cash payment for the 2025 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2028. |
| (7) | Received in the Merger in exchange for employee restricted stock units to acquire 33,065 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2025 Assumed RSU Awards"). The total in column 5 reflects the 2025 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These Assumed RSU Awards will vest in approximately two equal installments on 2/28/2027 and 2/28/2028. |
| (8) | Received in the Merger in exchange for employee performance stock units to acquire 31,690 shares of Leggett common stock at target. Pursuant to the terms of the Merger Agreement and as of the effective time of the Merger, the Leggett performance stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded except the performance vesting conditions were deemed achieved at 200% of target (the "2026 Assumed PSU Awards"). The total in column 5 reflects the 2026 Assumed PSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. |
| (9) | The total in columns 5 and 7 represents the portion of the 2026 Assumed PSU Awards held by the reporting person that, by their original terms, were to be settled in cash. At the effective time of the Merger, the 2026 Assumed PSU Awards were assumed by the Issuer and converted into an Issuer restricted stock unit that represents a conditional right to receive a cash payment equal to the closing price of Issuer common stock on the vesting date of December 31, 2028. The cash payment for the 2026 Assumed PSU Awards will be delivered to the reporting person no later than March 15, 2029. |
| (10) | Received in the Merger in exchange for employee restricted stock units to acquire 42,253 shares of Leggett common stock. Pursuant to the terms of the Merger Agreement and at the effective time of the Merger, the Leggett restricted stock units were assumed by the Issuer and converted into the right to receive 0.1455 of Issuer restricted stock units on the same terms as initially awarded (the "2026 Assumed RSU Awards"). The total in column 5 reflects the 2026 Assumed RSU Awards which were converted to time-based restricted stock units of Issuer and will be settled solely in shares of Issuer common stock. These 2026 Assumed RSU Awards will vest in approximately three equal installments on 2/26/2027, 2/26/2028 and 2/26/2029. |