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^*

Robinson John W

(Last)

(First)

(Middle)

400 GALLERIA PKWY SE, SUITE 300

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aaron's Company, Inc. [ AAN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2020

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	12/16/2020		M		302,065	A	$13.67	576,837	D
Common Stock	12/16/2020		M		231,504	A	$15.67	808,341	D
Common Stock	12/16/2020		M		297,499	A	$10.06	1,105,840	D
Common Stock	12/16/2020		F		702,136	D⁽¹⁾	$18.03	403,704	D

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)
Stock Options (Right to Buy)	$13.67⁽²⁾	12/16/2020		M			302,065	⁽³⁾	03/02/2028	Stock Options (Right to Buy)	302,065	$13.67⁽²⁾	0	D
Stock Options (Right to Buy)	$15.67⁽²⁾	12/16/2020		M			231,504	⁽⁴⁾	02/21/2029	Stock Options (Right to Buy)	231,504	$15.67⁽²⁾	0	D
Stock Options (Right to Buy)	$10.06⁽²⁾	12/16/2020		M			297,499	⁽⁵⁾	03/06/2030	Stock Options (Right to Buy)	297,499	$10.06⁽²⁾	0	D

Explanation of Responses:

1. Represents shares forfeited to pay the exercise price and tax liability associated with the exercise of stock options on December 16, 2020, using a net exercise approach pursuant to which no shares were sold. Shares forfeited in this manner are not eligible for reissuance under The Aaron's Company, Inc. 2020 Equity and Incentive Plan.

2. In connection with the spin-off of The Aaron's Company, Inc. from PROG Holdings, Inc., each outstanding PROG Holdings, Inc. stock option was converted into an award of options to purchase The Aaron's Company, Inc. common stock. The number of shares and exercise prices of each option award were adjusted in accordance with the Employee Matters Agreement in a manner intended to preserve the aggregate value of the original corresponding PROG Holdings, Inc. stock option.

3. Two thirds of these options vested in two equal increments on each of March 7, 2019 and 2020. The vesting of the remainder of these options was accelerated in accordance with the terms of the reporting person's Transition Agreement.

4. One third of these options vested on March 7, 2020. The vesting of the remainder of these options was accelerated in accordance with the terms of the reporting person's Transition Agreement.

5. The vesting of all of these options was accelerated in accordance with the terms of the reporting person's Transition Agreement.

Remarks:

	Robert P. Sinclair, Attorney-In-Fact for John W. Robinson III	12/17/2020
	** 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).
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