X0306 4 2014-11-17 0001368458 Sally Beauty Holdings, Inc. SBH 0001328443 WINTERHALTER GARY C/O SALLY BEAUTY HOLDINGS, INC. 3001 COLORADO BLVD DENTON TX 76210 1 1 Chairman & CEO Common Stock 2014-11-17 4 M 0 459037.0000 9.5700 A 698678.0000 D Common Stock 2014-11-17 4 S 0 459037.0000 29.8331 D 239641.0000 D Common Stock 2014-11-18 4 M 0 148131.0000 5.2400 A 387772.0000 D Common Stock 2014-11-18 4 M 0 139863.0000 9.5700 A 527635.0000 D Common Stock 2014-11-18 4 M 0 12006.0000 8.8000 A 539641.0000 D Common Stock 2014-11-18 4 S 0 300000.0000 29.8584 D 239641.0000 D Common Stock 2014-11-19 4 M 0 450000.0000 11.3900 A 689641.0000 D Common Stock 2014-11-19 4 M 0 450000.0000 7.4200 A 1139641.0000 D Common Stock 2014-11-19 4 M 0 301869.0000 5.2400 A 1441510.0000 D Common Stock 2014-11-19 4 S 0 301869.0000 30.1564 D 1139641.0000 D Common Stock 2014-11-19 4 S 0 900000.0000 30.1915 D 239641.0000 D Common Stock 2014-11-17 4 S 0 2668.9582 29.7093 D 0.0000 I by 401(k) Profit Sharing Common Stock 123630.0000 I by trust A Common Stock 50966.0000 I by trust B Common Stock 50965.0000 I by trust C Employee Stock Option (Right to Buy) 9.5700 2014-11-17 4 M 0 459037.0000 9.5700 D 2007-12-03 2016-12-04 Common Stock 459037.0000 139863.0000 D Employee Stock Option (Right to Buy) 5.2400 2014-11-18 4 M 0 148131.0000 5.2400 D 2018-10-22 Common Stock 148131.0000 301869.0000 D Employee Stock Option (Right to Buy) 8.8000 2014-11-18 4 M 0 12006.0000 8.8000 D 2017-10-24 Common Stock 12006.0000 0.0000 D Employee Stock Option (Right to Buy) 9.5700 2014-11-18 4 M 0 139863.0000 9.5700 D 2007-12-03 2016-12-04 Common Stock 139863.0000 0.0000 D Employee Stock Option (Right to Buy) 11.3900 2014-11-19 4 M 0 450000.0000 11.3900 D 2020-10-19 Common Stock 450000.0000 0.0000 D Employee Stock Option (Right to Buy) 7.4200 2014-11-19 4 M 0 450000.0000 7.4200 D 2019-10-21 Common Stock 450000.0000 0.0000 D Employee Stock Option (Right to Buy) 5.2400 2014-11-19 4 M 0 301869.0000 5.2400 D 2018-10-22 Common Stock 301869.0000 0.0000 D Reflects the weighted average sale price. The range of prices for these transactions was $29.75 to $30.26. 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 $29.75 to $29.99. 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 $30.05 to $30.28. 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 $30.00 to $30.50. 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. The options vest in four equal annual installments beginning on December 3, 2007. The options vest in four equal annual installments beginning on October 21, 2009. The options vest annually in four equal installments beginning on October 23, 2008. The options vest annually in four equal installments beginning on October 18, 2011. The options vest annually in four equal installments beginning on October 20, 2010. Matt Haltom, Attorney-in-fact 2014-11-19