0001225208-13-007096.txt : 20130308 0001225208-13-007096.hdr.sgml : 20130308 20130308165458 ACCESSION NUMBER: 0001225208-13-007096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130306 FILED AS OF DATE: 20130308 DATE AS OF CHANGE: 20130308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINTERHALTER GARY CENTRAL INDEX KEY: 0001328443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33145 FILM NUMBER: 13678192 MAIL ADDRESS: STREET 1: SALLY BEAUTY COMPANY, INC. STREET 2: 3001 COLORADO BOULEVARD CITY: DENTON STATE: TX ZIP: 76210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sally Beauty Holdings, Inc. CENTRAL INDEX KEY: 0001368458 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 362257936 FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3001 COLORADO BOULEVARD CITY: DENTON STATE: TX ZIP: 76210 BUSINESS PHONE: (940) 898-7500 MAIL ADDRESS: STREET 1: 3001 COLORADO BOULEVARD CITY: DENTON STATE: TX ZIP: 76210 FORMER COMPANY: FORMER CONFORMED NAME: New Sally Holdings, Inc. DATE OF NAME CHANGE: 20060707 4 1 doc4.xml X0306 4 2013-03-06 0001368458 Sally Beauty Holdings, Inc. SBH 0001328443 WINTERHALTER GARY C/O SALLY BEAUTY HOLDINGS, INC. 3001 COLORADO BLVD DENTON TX 76210 1 1 Chairman, President & CEO Common Stock 2012-12-03 5 G 0 7171.0000 0.0000 A 545561.0000 I by trust A Common Stock 2012-12-04 5 G 0 199565.0000 0.0000 D 345996.0000 I by trust A Common Stock 2012-12-04 5 G 0 199566.0000 0.0000 D 146430.0000 I by trust A Common Stock 2012-12-11 5 G 0 11400.0000 0.0000 D 135030.0000 I by trust A Common Stock 2012-12-11 5 G 0 11400.0000 0.0000 D 123630.0000 I by trust A Common Stock 2012-12-04 5 G 0 199566.0000 0.0000 A 199566.0000 I by trust B Common Stock 2012-12-11 5 G 0 11400.0000 0.0000 A 210966.0000 I by trust B Common Stock 2013-03-06 4 S 0 41578.0000 29.5000 D 169388.0000 I by trust B Common Stock 2013-03-07 4 S 0 42050.0000 29.5591 D 127338.0000 I by trust B Common Stock 2013-03-08 4 S 0 1372.0000 29.5022 D 125966.0000 I by trust B Common Stock 2012-12-04 5 G 0 199565.0000 0.0000 A 199565.0000 I by trust C Common Stock 2012-12-11 5 G 0 11400.0000 0.0000 A 210965.0000 I by trust C Common Stock 2013-03-06 4 S 0 41578.0000 29.5000 D 169387.0000 I by trust C Common Stock 2013-03-07 4 S 0 41933.0000 29.5601 D 127454.0000 I by trust C Common Stock 2013-03-08 4 S 0 1489.0000 29.5000 D 125965.0000 I by trust C Common Stock 76150.0000 D Common Stock 2668.9582 I by 401(k) Profit Sharing The reporting person transferred these shares to a trust for the benefit of his children (the Gary G. and Joanne Winterhalter Trust) of which the reporting person and his wife serve as co-trustees, thus changing the form of beneficial ownership from direct to indirect. Shares held by the Gary G. and Joanne Winterhalter Trust. The reporting person transferred these shares from the Gary G. and Joanne Winterhalter Trust to the Joanne Winterhalter Irrevocable Trust of which the reporting person serves as trustee. The reporting person transferred these shares from the Gary G. and Joanne Winterhalter Trust to the Gary G. Winterhalter Irrevocable Trust of which the reporting person serves as trustee. Shares held by the Gary G. Winterhalter Irrevocable Trust. Proceeds from the sale of shares held in the Gary G. Winterhalter Irrevocable Trust benefit the reporting person's children as beneficiaries of the trust. Reflects the weighted average sale price. The range of prices for these transactions was $29.50 to $29.72. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. Reflects the weighted average sale price. The range of prices for these transactions was $29.50 to $29.51. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. Shares held by the Joanne Winterhalter Irrevocable Trust. Proceeds from the sale of shares held in the Joanne Winterhalter Irrevocable Trust benefit the reporting person's children as beneficiaries of the trust. Reflects the weighted average sale price. The range of prices for these transactions was $29.50 to $29.73. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. poaggw.txt Scott Sherman, Attorney-in-Fact 2013-03-08 EX-24 2 poaggw.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Matt Haltom and Scott Sherman, and each of them individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an Officer and/or Director of Sally Beauty Holdings, Inc. (the "Company"), Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (a "Section 16 Form") and a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file the Section 16 Forms electronically (a "Form ID", and, together with the Section 16 Forms, a "Form"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and the New York Stock Exchange; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of December, 2012. /s/ Gary G. Winterhalter Signature Gary G. Winterhalter Print Name 2