Sec Form 4 Filing - SMITH CLARENCE H @ HAVERTY FURNITURE COMPANIES INC - 2013-03-07

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
SMITH CLARENCE H
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last) (First) (Middle)
780 JOHNSON FERRY RD., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2013
(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
Common Stock 03/07/2013 G V 2,000 D $ 0 75,638 D
Common Stock 03/07/2013 M 20,250 A $ 8.74 95,888 D
Common Stock 03/07/2013 F 13,055 D $ 18.72 82,833 D
Common Stock 03/07/2013 S 5,000 D $ 18.6611 77,833 D
Common Stock 03/08/2013 S 1,739 D $ 18.7383 76,094 D
Class A Common Stock 65,130 D
Class A Common Stock 1,950 I By Spouse
Class A Common Stock 603,497 ( 1 ) I By Villa Clare, LP
Class A Common Stock 603,497 ( 1 ) I By West Wesley, LLC
Common Stock 23,187 I By Spouse
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
Stock Appreciation Rights $ 8.74 03/07/2013 M 20,250 ( 2 ) 01/27/2016 Common Stock 20,250 $ 0 6,750 D
PARSUs 2011-01-27 ( 3 ) ( 3 ) ( 3 ) Common Stock 14,400 14,400 D
PARSUs 2012 ( 4 ) ( 4 ) ( 4 ) Common Stock 14,800 14,800 D
Phantom Stock $ 0 ( 5 ) ( 5 ) Common Stock 3,260 3,260 D
Restricted Stock Units ( 6 ) ( 6 ) ( 6 ) Common Stock 16,000 16,000 D
RSUs 2011-01-27 ( 7 ) ( 7 ) ( 7 ) Common Stock 10,800 10,800 D
RSUs 2012 ( 8 ) ( 8 ) ( 8 ) Common Stock 14,800 14,800 D
RSUs 2013 ( 9 ) ( 9 ) ( 9 ) Common Stock 12,000 12,000 D
Stock Appreciation Rights $ 9.13 ( 10 ) 02/06/2015 Common Stock 11,000 11,000 D
Stock Appreciation Rights $ 18.14 ( 11 ) 01/24/2020 Common Stock 22,000 22,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH CLARENCE H
780 JOHNSON FERRY RD.
SUITE 800
ATLANTA, GA30342-
X Chairman, President & CEO
Signatures
Jenny H. Parker, Attorney-in-Fact 03/08/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held by Villa Clare, LP, a limited partnership ("VC") and are also reported herein by West Wesley, LLC, a limited liability company ("WW"), the partnership's general partner. Mr. Smith is the sole manager of WW. Mr. Smith disclaimes beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein.
( 2 )Stock-Settled Appreciation Rights ("SARs") granted under the 2004 Long-Term Incentive Plan. SARs vest in four equal installments, beginning on 5/8/2010, and expire seven years from the grant date.
( 3 )Performance Accelerated Restricted Stock Units ("PARSUs") award granted 1/27/2011 under the 2004 Long-Term Incentive Plan. PARSUs will vest 100% four years from date of grant. Vesting will accelerate if certain market price per share conditions (as defined in the Agreement) are met.
( 4 )Performance Accelerated Restricted Stock Units ("PARSUs") award granted 1/23/2012 under the 2004 Long-Term Incentive Plan. PARSUs will vest 100% on 5/8/2019. Vesting will accelerate if a certain pre-established market price per share (as defined in the Agreement) is met.
( 5 )Deferred under Directors' Deferred Compensation Plan. Settlement will occur upon the earlier to occur of (i) termination of service on the Board of Directors, or (ii) death.
( 6 )Restricted Stock Units ("RSUs") award granted under the 2004 Long-Term Incentive Plan. RSUs vest in four yearly installments (10% in each of the first three years and 70% in the fourth), beginning on 5/8/2011. Each RSU is equivalent to one share of common stock upon vesting.
( 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 )Stock-Settled Appreciation Rights ("SARs") granted under the 2004 Long-Term Incentive Plan. SARs vest in four equal installments, beginning on 5/8/2009, and expire seven years from the grant date.
( 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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