Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STADIUM CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sleep Number Corp [ SNBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share⁽¹⁾	10/31/2024		P		8,100	A	$12.9697⁽²⁾	1,869,089	I	By: Stadium Capital Partners, L.P.⁽³⁾
Common Stock, par value $0.01 per share⁽¹⁾	10/31/2024		P		50,911	A	$13.9648⁽⁴⁾	1,920,000	I	By: Stadium Capital Partners, L.P.⁽³⁾
Common Stock, par value $0.01 per share⁽¹⁾	11/01/2024		P		87,205	A	$12.9303⁽⁵⁾	2,007,205	I	By: Stadium Capital Partners, L.P.⁽³⁾
Common Stock, par value $0.01 per share⁽¹⁾	11/01/2024		P		11,500	A	$13.7573⁽⁶⁾	2,018,705	I	By: Stadium Capital Partners, L.P.⁽³⁾
Common Stock, par value $0.01 per share⁽¹⁾	11/04/2024		P		36,097	A	$13.0936⁽⁷⁾	2,054,802	I	By: Stadium Capital Partners, L.P.⁽³⁾
Common Stock, par value $0.01 per share⁽¹⁾								401,459	I	By: Stadium Special Opportunity I, L.P.⁽⁸⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

STADIUM CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Stadium Capital Management GP, L.P.

(Last)

(First)

(Middle)

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Stadium Special Opportunity I, L.P.

(Last)

(First)

(Middle)

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Explanation of Responses

1. Name and Address of Reporting Person^*

STADIUM CAPITAL PARTNERS L P

(Last)

(First)

(Middle)

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Explanation of Responses

1. Name and Address of Reporting Person^*

SEAVER ALEXANDER M

(Last)

(First)

(Middle)

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Stadium Capital Management, LLC ("SCM"), Stadium Capital Management GP, L.P. ("SCMGP"), Stadium Special Opportunity I, L.P. ("SSO"), Stadium Capital Partners, L.P. ("SCP") and Alexander M. Seaver (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of Sleep Number Corporation's (the "Issuer") outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.5000 to $13.2965 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. Securities owned directly by SCP. As the general partner of SCP, SCMGP may be deemed to beneficially own the securities owned directly by SCP. SCM, as the investment advisor of SCP and general partner of SCMGP, may be deemed to beneficially own the securities owned directly by SCP. Mr. Seaver, as the manager of SCM, may be deemed to beneficially own the securities owned directly by SCP.

4. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.6192 to $14.0546 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.5103 to $13.4893 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

6. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.5419 to $13.8721 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

7. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.0255 to $13.1606 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

8. Securities owned directly by SSO. As the general partner of SSO, SCMGP may be deemed to beneficially own the securities owned directly by SSO. SCM, as the investment advisor of SSO and general partner of SCMGP, may be deemed to beneficially own the securities owned directly by SSO. Mr. Seaver, as the manager of SCM, may be deemed to beneficially own the securities owned directly by SSO.

	Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager	11/04/2024
	Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager	11/04/2024
	Stadium Special Opportunity I, L.P.; By Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager	11/04/2024
	Stadium Capital Partners, L.P.; By Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager	11/04/2024
	/s/ Alexander M. Seaver	11/04/2024
	** Signature of Reporting Person	Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.