Sec Form 4 Filing - HAVERTY RAWSON JR @ HAVERTY FURNITURE COMPANIES INC - 2014-12-12

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
HAVERTY RAWSON JR
2. Issuer Name and Ticker or Trading Symbol
HAVERTY FURNITURE COMPANIES INC [ HVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
780 JOHNSON FERRY RD., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2014
(Street)
ATLANTA, GA30342-
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
Class A Common Stock 12/12/2014 J( 1 ) 40,000 D $ 0 534,823 ( 2 ) I By H5, LP
Common Stock 12/12/2014 J( 1 ) 40,000 A $ 0 40,000 ( 2 ) I By H5, LP
Common Stock 12/12/2014 S 1,200 D $ 21.3418 ( 3 ) 38,800 ( 2 ) I By H5, LP
Common Stock 12/15/2014 S 8,320 D $ 21.2082 ( 4 ) 30,480 ( 2 ) I By H5, LP
Common Stock 12/16/2014 S 20,480 D $ 21.1528 ( 5 ) 10,000 ( 2 ) I By H5, LP
Class A Common Stock 85,282 D
Class A Common Stock 534,823 ( 2 ) I By Pine Hill Associates, LLC
Class A Common Stock 11,228 I Co-ttee Of Tr Fbo Daughter
Class A Common Stock 5,796 I Co-ttee Of Tr Fbo Son
Common Stock 700 D
Common Stock 10,000 ( 2 ) I By Pine Hill Associates, LLC
Common Stock 1,000 I Co-ttee Of Tr Fbo Daughter
Common Stock 1,000 I Co-ttee Of Tr Fbo Son
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
PRSUs 2014 ( 6 ) ( 6 ) ( 6 ) Common Stock 2,420 2,420 D
RSUs 2011-01-27 ( 7 ) ( 7 ) ( 7 ) Common Stock 1,250 1,250 D
RSUs 2012 ( 8 ) ( 8 ) ( 8 ) Common Stock 2,500 2,500 D
RSUs 2013 ( 9 ) ( 9 ) ( 9 ) Common Stock 3,375 3,375 D
RSUs 2014 ( 10 ) ( 10 ) ( 10 ) Common Stock 2,420 2,420 D
Stock Appreciation Rights $ 18.14 ( 11 ) 01/24/2020 Common Stock 8,000 8,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAVERTY RAWSON JR
780 JOHNSON FERRY RD.
SUITE 800
ATLANTA, GA30342-
X X Senior Vice President
Signatures
Jenny H. Parker, Attorney-in-Fact 12/16/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Converted shares of Class A Common Stock to shares of Common Stock.
( 2 )These shares are held by H5, LP, a limited partnership ("H5") and are also reported herein by Pine Hill Associates, LLC, a limited liability company ("PH"), the partnership's general partner. Mr. Haverty is the sole manager of PH. Mr. Haverty disclaimes beneficial ownership of shares held by H5 or PH except to the extent of his pecuniary interest therein.
( 3 )This transaction was executed in multiple trades at prices ranging from $21.25 to $21.4210. The price reported reflects the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
( 4 )This transaction was executed in multiple trades at prices ranging from $21.00 to $21.41. The price reported reflects the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
( 5 )This transaction was executed in multiple trades at prices ranging from $21.10 to $21.28. The price reported reflects the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
( 6 )Performance Restricted Stock Units ("PRSUs") award granted 1/17/2014 under the 2004 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the company's common stock. The performance units vest in February 2017 based on the company's EBITDA for the year ended December 31, 2014. The performance units reported represent target performance. The maximum number of performance units which may be earned is 160% of the target performance units, and the minimum number of performance units which may be earned is zero performance units.
( 7 )Restricted Stock Units ("RSUs") award granted 1/27/2011 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2012. Each RSU is equivalent to one share of common stock upon vesting.
( 8 )Restricted Stock Units ("RSUs") award granted 1/23/2012 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2013. Each RSU is equivalent to one share of common stock upon vesting.
( 9 )Restricted Stock Units ("RSUs") award granted 1/24/2013 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2014. Each RSU is equivalent to one share of common stock upon vesting.
( 10 )Restricted Stock Units ("RSUs") award granted 1/17/2014 under the 2004 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2015. Each RSU is equivalent to one share of common stock upon vesting.
( 11 )Stock-Settled Appreciation rights ("SARs") granted under the 2004 Long-Term Incentive Plan. SARs vest in four equal installments, beginning on 5/8/2014, and expire seven years from the grant date.

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