X0306 4 2013-11-05 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 2013-11-05 4 G 0 13971.0000 0.0000 D 225670.0000 D Common Stock 2014-11-13 5 G 0 11164.0000 0.0000 D 214506.0000 D Common Stock 2014-11-20 4 M 0 249000.0000 19.2100 A 463506.0000 D Common Stock 2014-11-20 4 S 0 249000.0000 30.8874 D 214506.0000 D Common Stock 2014-11-24 4 M 0 150000.0000 23.4900 A 364506.0000 D Common Stock 2014-11-24 4 S 0 150000.0000 31.1703 D 214506.0000 D Common Stock 2013-11-05 4 G 0 13971.0000 0.0000 A 137601.0000 I by trust A Common Stock 2014-11-13 5 G 0 11164.0000 0.0000 A 148765.0000 I by trust A Common Stock 2014-11-20 4 S 0 148765.0000 30.7473 D 0.0000 I by trust A Common Stock 2014-11-20 4 S 0 50966.0000 30.8143 D 0.0000 I by trust B Common Stock 2014-11-20 4 S 0 50965.0000 30.8144 D 0.0000 I by trust C Employee Stock Option (Right to Buy) 19.2100 2014-11-20 4 M 0 249000.0000 19.2100 D 2021-10-26 Common Stock 249000.0000 83000.0000 D Employee Stock Option (Right to Buy) 23.4900 2014-11-24 4 M 0 150000.0000 23.4900 D 2022-10-29 Common Stock 150000.0000 150000.0000 D Reflects a gift of shares directly beneficially owned by the reporting person to the Gary G. and Joanne Winterhalter Trust, of which he is co-trustee and his children are beneficiaries. The reporting person reports the shares held by such trust as being indirectly beneficially owned by the reporting person. Reflects the weighted average sale price. The range of prices for these transactions was $30.65 to $31.08. 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 $31.05 to $31.37. 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. and Joanne Winterhalter Trust. Proceeds from the sale of shares held in the Gary G. and Joanne Winterhalter 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 $30.69 to $30.90. 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 $30.52 to $31.02. 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. Reflects the weighted average sale price. The range of prices for these transactions was $30.52 to $31.04. 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. The options vest annually in four equal installments beginning on October 25, 2012. The options vest annually in four equal installments beginning on October 28, 2013. Matt Haltom, Attorney-in-fact 2014-11-24