X0306 4 2014-02-14 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 2014-02-14 4 M 0 260713.0000 9.6600 A 331604.0000 D Common Stock 2014-02-14 4 S 0 260713.0000 28.5746 D 70891.0000 D Common Stock 2014-02-18 4 M 0 3748.0000 9.6600 A 74639.0000 D Common Stock 2014-02-18 4 S 0 700.0000 28.5100 D 73939.0000 D Common Stock 2014-02-18 4 S 0 3048.0000 28.5000 D 70891.0000 D Common Stock 2014-02-19 4 M 0 125710.0000 9.6600 A 196601.0000 D Common Stock 2014-02-19 4 S 0 125710.0000 28.4187 D 70891.0000 D Common Stock 2014-02-14 4 S 0 40000.0000 28.5610 D 85966.0000 I by trust B Common Stock 2014-02-14 4 S 0 40000.0000 28.5621 D 85965.0000 I by trust C Common Stock 2668.9582 I by 401(k) Profit Sharing Common Stock 123630.0000 I by trust A Employee Stock Option (Right to Buy) 9.6600 2014-02-14 4 M 0 260713.0000 9.6600 D 2017-04-26 Common Stock 260713.0000 189287.0000 D Employee Stock Option (Right to Buy) 9.6600 2014-02-18 4 M 0 3748.0000 9.6600 D 2017-04-26 Common Stock 3748.0000 185539.0000 D Employee Stock Option (Right to Buy) 9.6600 2014-02-19 4 M 0 125710.0000 9.6600 D 2017-04-26 Common Stock 125710.0000 59829.0000 D Reflects the weighted average sale price. The range of prices for these transactions was $28.50 to $28.77. 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 $28.40 to $28.51. 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. Reflects the weighted average sale price. The range of prices for these transactions was $28.50 to $28.75. 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 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. 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. The options vest in four equal annual installments beginning on September 29, 2007. Matt Haltom, Attorney-in-fact 2014-02-19