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^*

Krishna Suresh

(Last)

(First)

(Middle)

1001 THIRD AVENUE SOUTH

(Street)

MINNEAPOLIS

55404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sleep Number Corp [ SNBR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Chief Ops SC Lean Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2020

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	02/25/2020		M		8,800	A	$19.38	61,790	D
Common Stock	02/25/2020		M		3,866	A	$23.61	65,656	D
Common Stock	02/25/2020		M		2,555	A	$34.35	68,211	D
Common Stock	02/25/2020		S		15,221	D	$53.0043⁽¹⁾	52,990	D
Common Stock	02/25/2020		S		13,600	D	$53.3302⁽¹⁾	39,390	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)
Employee Stock Option (Performance-based)	$19.38	02/25/2020		M			8,800	⁽²⁾	04/11/2026	Common Stock	8,800	$0	0	D
Employee Stock Option (Right to Buy)	$23.61	02/25/2020		M			3,866	03/21/2018⁽³⁾	03/21/2027	Common Stock	3,866	$0	3,867	D
Employee Stock Option (Right to Buy)	$34.35	02/25/2020		M			2,555	03/21/2019⁽⁴⁾	03/21/2028	Common Stock	2,555	$0	5,110	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The 15,221 shares were sold in multiple transactions at prices between $53.00 and $53.08, inclusive. The 13,600 shares were sold in multiple transactions at prices between $53.25 and $53.47, inclusive. The reporting person will provide the SEC Staff, Sleep Number or any security holder of Sleep Number, upon request, full information regarding the number of shares sold at each separate price.

2. This performance-based option grant was earned only if the stock price of Sleep Number's common stock remained at or above a specified level for at least 20 consecutive trading days and was subject to continuous employment with the company for three years from the date of grant. The option grant fully vested and became exercisable on 4/11/19.

3. This option becomes exercisable with respect to 1/3rd of the shares on each of 3/21/18, 3/21/19 and 3/21/20.

4. This option becomes exercisable with respect to 1/3 of the shares on each of 3/21/19, 3/21/20 and 3/21/21.

	Suresh Krishna, by Rebecca Long, attorney-in-fact	02/26/2020
	** 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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