Stadium Capital Management Files SC 13D/A for Sleep Number

TL;DR

Stadium Capital Management updated its 13D filing for Sleep Number Corp on 11/25/24.

AI Summary

Stadium Capital Management, LLC has filed Amendment No. 4 to its Schedule 13D concerning Sleep Number Corporation. The filing, dated November 25, 2024, indicates a change in the beneficial ownership of the company's common stock. Stadium Capital Management, LLC is based in New Canaan, CT.

Why It Matters

This filing signals a potential shift in major shareholder activity or strategy for Sleep Number Corporation, which could impact its stock price and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and strategic changes for the subject company.

Key Players & Entities

• Stadium Capital Management, LLC (company) — Filing entity
• Sleep Number Corporation (company) — Subject company
• Ryan Nebel Olshan Frome Wolosky LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $56,352,966 — hares reported herein was approximately $56,352,966 (including brokerage commissions and tr
• $13.1312 — ple transactions at prices ranging from $13.1312 to $14.1075 per Share. The Reporting Pe
• $14.1075 — ions at prices ranging from $13.1312 to $14.1075 per Share. The Reporting Persons undert
• $14.8075 — ple transactions at prices ranging from $14.8075 to $14.9783 per Share. The Reporting Pe
• $14.9783 — ions at prices ranging from $14.8075 to $14.9783 per Share. The Reporting Persons undert
• $13.9979 — ple transactions at prices ranging from $13.9979 to $14.8437 per Share. The Reporting Pe
• $14.8437 — ions at prices ranging from $13.9979 to $14.8437 per Share. The Reporting Persons undert
• $13.6700 — ple transactions at prices ranging from $13.6700 to $14.0137 per Share. The Reporting Pe
• $14.0137 — ions at prices ranging from $13.6700 to $14.0137 per Share. The Reporting Persons undert
• $13.4921 — ple transactions at prices ranging from $13.4921 to $14.3680 per Share. The Reporting Pe
• $14.3680 — ions at prices ranging from $13.4921 to $14.3680 per Share. The Reporting Persons undert
• $12.4354 — ple transactions at prices ranging from $12.4354 to $13.4000 per Share. The Reporting Pe
• $13.4000 — ions at prices ranging from $12.4354 to $13.4000 per Share. The Reporting Persons undert
• $13.4795 — ple transactions at prices ranging from $13.4795 to $13.6300 per Share. The Reporting Pe

Filing Documents

• sc13da407785006_11252024.htm (SC 13D/A) — 166KB
• ex991to13da407785006_112524.htm (EX-99.1) — 47KB
• 0000921895-24-002814.txt ( ) — 215KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: All of the Shares reported herein were purchased on behalf of the Reporting Persons using their investment capital or funds under management. The aggregate purchase price of 2,616,459 Shares reported herein was approximately $56,352,966 (including brokerage commissions and transaction costs).

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On November 25, 2024, the Reporting Persons issued a press release and open letter to the Issuer’s shareholders (the “November 25 th Letter”). In the November 25 th Letter, the Reporting Persons expressed their views regarding the Issuer’s need for a reconstituted Board and independent CEO search process. The Reporting Persons also called on the Issuer to collaborate with them to add new directors to the Board, appoint an Executive Chairman and ensure a wholly independent CEO search process to identify the Issuer’s next leader. The Reporting Persons further encouraged shareholders to make their own concerns known by communicating them directly to the Issuer. The Reporting Persons concluded the November 25 th Letter by making clear that they intend to nominate several exceptionally qualified directors for election at the Issuer’s 2025 Annual Meeting of Shareholders if the Board remains unwilling to engage constructively with the Reporting Persons on changes they believe are necessary to unlock value at the Issuer. The foregoing description of the November 25 th Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the November 25 th Letter, which is attached hereto as Exhibit 99.1 incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: (a) – (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 4 are incorporated herein by reference. As of the date of this Amendment No. 4, the Reporting Persons beneficially owned 2,616,459 Shares, representing approximately 11.7% of the outstanding Shares. The percentage in this paragraph relating to beneficial ownership of Shares is based upon 22,371,000 Shares outstanding as of September 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2024. (c) The transactions in the securities of the Issuer since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 November 25 th Letter. 7 CUSIP No. 83125X103

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 25, 2024 STADIUM CAPITAL MANAGEMENT, LLC By: /s/ Alexander M. Seaver Name: Alexander M. Seaver Title: Manager STADIUM CAPITAL MANAGEMENT GP, L.P. By: Stadium Capital Management, LLC General Partner By: /s/ Alexander M. Seaver Name: Alexander M. Seaver Title: Manager STADIUM SPECIAL OPPORTUNITY I, L.P. By: Stadium Capital Management GP, L.P. General Partner By: Stadium Capital Management, LLC General Partner By: /s/ Alexander M. Seaver Name: Alexander M. Seaver Title: Manager STADIUM CAPITAL PARTNERS, L.P. By: Stadium Capital Management GP, L.P. General Partner By: Stadium Capital Management, LLC General Partner By: /s/ Alexander M. Seaver Name: Alexander M. Seaver Title: Manager /s/ Alexander M. Seaver Alexander M. Seaver 8 CUSIP No. 83125X103 SCHEDULE A Transactions in the Securities of the Issuer Since Amendment No. 3 Nature of the Transaction Amount of Securities Purchased / (Sold) Price ($) Date of Purchase / Sale STADIUM CAPITAL PARTNERS, L.P. Purchase of Common Stock 39,112 13.5283 1 11/05/2024 Purchase of Common Stock 361 14.1516 11/05/2024 Purchase of Common Stock 100 15.0000 11/06/2024 Purchase of Common Stock 300 13.9400 11/06/2024 Purchase of Common Stock 25,325 14.9046 2 11/11/2024 Purchase of Common Stock 29,860 14.2250 3 11/12/2024 Purchase of Common Stock 22,000 13.8625 4 11/13/2024 Purchase of Common Stock 16,600 13.7296 5 11/14/2024 Purchase of Common Stock 9,740 12.5571 6 11/15/2024 Purchase of Common Stock 1,800 13.5119 7 11/15/2024 Purchase of Common Stock 15,000 12.1234 8 11/18/2024 ________________________________ 1 The price reported is a weighted average price. These Shares were purchased