Sec Form 4 Filing - WINTERHALTER GARY @ Sally Beauty Holdings, Inc. - 2013-11-05

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WINTERHALTER GARY
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
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
C/O SALLY BEAUTY HOLDINGS, INC., 3001 COLORADO BLVD
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2013
(Street)
DENTON, TX76210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 11/05/2013 G( 1 ) 13,971 D $ 0 225,670 D
Common Stock 11/13/2014 G( 1 ) V 11,164 D $ 0 214,506 D
Common Stock 11/20/2014 M 249,000 A $ 19.21 463,506 D
Common Stock 11/20/2014 S 249,000 D $ 30.8874 ( 2 ) 214,506 D
Common Stock 11/24/2014 M 150,000 A $ 23.49 364,506 D
Common Stock 11/24/2014 S 150,000 D $ 31.1703 ( 3 ) 214,506 D
Common Stock 11/05/2013 G( 1 ) 13,971 A $ 0 137,601 I by t rust A ( 4 )
Common Stock 11/13/2014 G( 1 ) V 11,164 A $ 0 148,765 I by trust A ( 4 )
Common Stock 11/20/2014 S 148,765 D $ 30.7473 ( 5 ) 0 I by trust A ( 4 )
Common Stock 11/20/2014 S 50,966 D $ 30.8143 ( 6 ) 0 I by trust B ( 7 )
Common Stock 11/20/2014 S 50,965 D $ 30.8144 ( 8 ) 0 I by trust C ( 9 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 19.21 11/20/2014 M 249,000 ( 10 ) 10/26/2021 Common Stock 249,000 $ 19.21 83,000 D
Employee Stock Option (Right to Buy) $ 23.49 11/24/2014 M 150,000 ( 11 ) 10/29/2022 Common Stock 150,000 $ 23.49 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WINTERHALTER GARY
C/O SALLY BEAUTY HOLDINGS, INC.
3001 COLORADO BLVD
DENTON, TX76210
X Chairman & CEO
Signatures
Matt Haltom, Attorney-in-fact 11/24/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a gift of shares directly beneficially owned by the reporting person to the Gary G. and Joanne Winterhalter Trust, of which he is co-trustee and his children are beneficiaries. The reporting person reports the shares held by such trust as being indirectly beneficially owned by the reporting person.
( 2 )Reflects the weighted average sale price. The range of prices for these transactions was $30.65 to $31.08. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
( 3 )Reflects the weighted average sale price. The range of prices for these transactions was $31.05 to $31.37. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
( 4 )Shares held by the Gary G. and Joanne Winterhalter Trust. Proceeds from the sale of shares held in the Gary G. and Joanne Winterhalter Trust benefit the reporting person's children as beneficiaries of the trust.
( 5 )Reflects the weighted average sale price. The range of prices for these transactions was $30.69 to $30.90. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
( 6 )Reflects the weighted average sale price. The range of prices for these transactions was $30.52 to $31.02. The reporting person effected multiple same-way open market sale transactions on the same day at different prices thro ugh a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
( 7 )Shares held by the Gary G. Winterhalter Irrevocable Trust. Proceeds from the sale of shares held in the Gary G. Winterhalter Irrevocable Trust benefit the reporting person's children as beneficiaries of the trust.
( 8 )Reflects the weighted average sale price. The range of prices for these transactions was $30.52 to $31.04. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
( 9 )Shares held by the Joanne Winterhalter Irrevocable Trust. Proceeds from the sale of shares held in the Joanne Winterhalter Irrevocable Trust benefit the reporting person's children as beneficiaries of the trust.
( 10 )The options vest annually in four equal installments beginning on October 25, 2012.
( 11 )The options vest annually in four equal installments beginning on October 28, 2013.

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.
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