Sec Form 4 Filing - SMITH CLARENCE H @ HAVERTY FURNITURE COMPANIES INC - 2018-05-07

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)
05/07/2018
(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 05/08/2018 M 970 A $ 0 42,459 D
Common Stock 05/08/2018 M 1,422 A $ 0 43,881 D
Common Stock 05/08/2018 F 1,085 D $ 19.35 42,796 D
Class A Common Stock 87,036 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 7,850 ( 2 ) I By Georgia Limited Partnership
Common Stock 29,689 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
Phantom Stock $ 0 05/07/2018( 10 ) A 123 ( 3 ) ( 3 ) Common Stock 123 $ 19.45 4,085 D
PRSUs 2014.1 ( 4 ) 05/08/2018 M 970 ( 4 ) ( 4 ) Common Stock 970 $ 0 0 D
PRSUs 2015.1 ( 5 ) 05/08/2018 M 1,422 ( 5 ) ( 5 ) Common Stock 1,422 $ 0 0 D
PRSUs 2016 ( 6 ) ( 6 ) ( 6 ) Common Stock 16,109 16,109 D
PRSUs 2017 ( 7 ) ( 7 ) ( 7 ) Common Stock 14,384 14,384 D
RSUs 2018 ( 8 ) ( 8 ) ( 8 ) Common Stock 2,580 2,580 D
Stock Appreciation Rights $ 18.14 ( 9 ) 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 05/10/2018
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 disclaims beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein.
( 2 )Mr. Smith is a partner in a Georgia limited partnership which beneficially owns these shares of Common Stock. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership.
( 3 )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.
( 4 )Performance Restricted Stock Units ("PRSUs") award granted 1/17/2014 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the Company's sales performance for each of the four years 2014 - 2017. This amount represents the number of performance units earned for fiscal 2017, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2018 and will vest on May 8, 2018.
( 5 )Performance Restricted Stock Units ("PRSUs") award granted 1/23/2015 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the Company's sales performance for each of the four years 2015 -2018. This amount represents the number of performance units earned for fiscal 2017, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2018 and will vest on May 8, 2018.
( 6 )Performance Restricted Stock Units ("PRSUs") award granted 1/26/2016 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2016. This amount represents the number of performance units earned for fiscal year 2016, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2017. The performance units vest on February 28, 2019.
( 7 )Performance Restricted Stock Units ("PRSUs") award granted 1/30/2017 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2017. This amount represents the number of performance units earned for fiscal year 2017, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2018. The performance units vest on February 28, 2020.
( 8 )Restricted Stock Units ("RSUs") award granted 1/30/2018 under the 2014 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2019. Each RSU is equivalent to one share of common stock upon vesting.
( 9 )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.
( 10 )The reporting of this transaction is late due to an inadvertent administrative error.

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