Sec Form 4 Filing - AG ATWATER @ New Sally Holdings, Inc. - 2006-11-16

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
AG ATWATER
2. Issuer Name and Ticker or Trading Symbol
New Sally Holdings, Inc. [ SBH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
225 EAST ONWENTSIA
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2006
(Street)
LAKE FOREST, IL60045
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 11/16/2006 A 15,756 A 15,756 D
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
Director Stock Option (Right to Buy) $ 34.227 11/16/2006 A 3,750 ( 2 ) 01/23/2013 Common Stock 3,750 ( 3 ) 3,750 D
Director Stock Option (Right to Buy) $ 41.49 11/16/2006 A 3,750 ( 2 ) 01/22/2014 Common Stock 3,750 ( 3 ) 3,750 D
Director Stock Option (Right to Buy) $ 53.725 11/16/2006 A 3,750 ( 2 ) 01/27/2015 Common Stock 3,750 ( 3 ) 3,750 D
Director Stock Option (Right to Buy) $ 44.365 11/16/2006 A 3,750 ( 2 ) 01/26/2016 Common Stock 3,750 ( 3 ) 3,750 D
Director Stock Option (Right to Buy) $ 26.12 11/16/2006 A 3,750 ( 2 ) 01/23/2012 Common Stock 3,750 ( 3 ) 3,750 D
Director Stock Option (Right to Buy) $ 34.227 11/16/2006 D 3,750 ( 2 ) 01/23/2013 Common Stock 3,750 ( 4 ) 0 D
Director Stock Option (Right to Buy) $ 41.49 11/16/2006 D 3,750 ( 2 ) 01/22/2014 Common Stock 3,750 ( 4 ) 0 D
Director Stock Option (Right to Buy) $ 53.725 11/16/2006 D 3,750 ( 2 ) 01/27/2015 Common Stock 3,750 ( 4 ) 0 D
Director Stock Option (Right to Buy) $ 44.365 11/16/2006 D 3,750 ( 2 ) 01/26/2016 Common Stock 3,750 ( 4 ) 0 D
Director Stock Option (Right to Buy) $ 26.12 11/16/2006 D 3,750 ( 2 ) 01/23/2012 Common Stock 3,750 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AG ATWATER
225 EAST ONWENTSIA
LAKE FOREST, IL60045
X
Signatures
/s/ James M. Spira as Attorney-in-Fact for A.G. Atwater 11/17/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquisition of shares of common stock in a merger of one of the issuer's subsidiaries into the Alberto-Culver Company ("Old Alberto-Culver") to effect the formation of a holding company (the "Holding Company Merger"). In the Holding Company Merger, the shares of common stock of Old Alberto-Culver were converted, on a one-for-one basis, into shares of common stock of the issuer pursuant to an Investment Agreement dated as of June 19, 2006, as amended, among Old Alberto-Culver and certain of its subsidiaries and CDRS Acquisition LLC.
( 2 )This option, to the extent unexercisable, became exercisable in full on November 16, 2006.
( 3 )In the Holding Company Merger this option replaced an option to purchase a number of shares of common stock of Old Alberto-Culver equal to the number of shares subject to this option at an exercise price equal to the exercise price of this option.
( 4 )This option was assumed by Alberto-Culver Company, formerly known as New Aristotle Holdings, Inc. ("New Alberto-Culver"), in connection with the spin-off by the issuer of New Alberto-Culver (the "Spin-Off") and replaced with an option to purchase a number of shares of common stock of New Alberto Culver equal to the number of shares subject to this option multiplied by a ratio, the numerator of which is the Old Alberto-Culver stock price prior to the Spin-Off ("Pre Spin-Off Price") and the denominator of which is the 5-day average of the New Alberto-Culver stock price after the Spin-Off ("Post Spin-Off Price") at an exercise price equal to the exercise price of this option multiplied by a ratio, the numerator of which is the Post Spin-Off Price and the denominator of which is the Pre Spin-Off Price.

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