SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WINTERHALTER GARY

(Last)

(First)

(Middle)

C/O SALLY BEAUTY HOLDINGS, INC.

3001 COLORADO BLVD

(Street)

DENTON

76210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sally Beauty Holdings, Inc. [ SBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/05/2013		G⁽¹⁾		13,971	D	$0.0000	225,670	D
Common Stock	11/13/2014		G⁽¹⁾	V	11,164	D	$0.0000	214,506	D
Common Stock	11/20/2014		M		249,000	A	$19.21	463,506	D
Common Stock	11/20/2014		S		249,000	D	$30.8874⁽²⁾	214,506	D
Common Stock	11/24/2014		M		150,000	A	$23.49	364,506	D
Common Stock	11/24/2014		S		150,000	D	$31.1703⁽³⁾	214,506	D
Common Stock	11/05/2013		G⁽¹⁾		13,971	A	$0.0000	137,601	I	by trust A⁽⁴⁾
Common Stock	11/13/2014		G⁽¹⁾	V	11,164	A	$0.0000	148,765	I	by trust A⁽⁴⁾
Common Stock	11/20/2014		S		148,765	D	$30.7473⁽⁵⁾	0.0000	I	by trust A⁽⁴⁾
Common Stock	11/20/2014		S		50,966	D	$30.8143⁽⁶⁾	0.0000	I	by trust B⁽⁷⁾
Common Stock	11/20/2014		S		50,965	D	$30.8144⁽⁸⁾	0.0000	I	by trust C⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$19.21	11/20/2014		M			249,000	⁽¹⁰⁾	10/26/2021	Common Stock	249,000	$19.21	83,000	D
Employee Stock Option (Right to Buy)	$23.49	11/24/2014		M			150,000	⁽¹¹⁾	10/29/2022	Common Stock	150,000	$23.49	150,000	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. The options vest annually in four equal installments beginning on October 25, 2012.

11. The options vest annually in four equal installments beginning on October 28, 2013.

	Matt Haltom, Attorney-in-fact	11/24/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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