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