Benstock Michael Form 4 SUPERIOR GROUP OF COMPANIES / MICHAEL BENSTOCK ownership change

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^*

BENSTOCK MICHAEL

(Last) (First) (Middle)

SUPERIOR GROUP OF COMPANIES, INC.

200 CENTRAL AVENUE, SUITE 2000

(Street)

ST. PETERSBURG FL 33701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUPERIOR GROUP OF COMPANIES, INC. [ SGC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2025		M		9,115(1)	A	$10.97	592,963(2)	D
Common Stock	02/03/2025		M		102,802(3)	A	$10.97	695,765(2)	D
Common Stock	02/03/2025		D		74,735(4)	D	$15.09	621,030(2)	D
Common Stock	02/03/2025		F		6,924(5)	D	$15.09	614,106(2)	D
Common Stock								397,006	I	Held in an Irrevocable Trust of which the reporting person disclaims beneficial ownership
Common Stock								22,000	I	Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$10.97	02/03/2025		M			9,115	02/07/2022	02/07/2025	Common Stock	9,115	$0	0	D
Stock Appreciation Rights	$10.97	02/03/2025		M			102,802	02/07/2022	02/07/2025	Common Stock	102,802	$0	0	D

Explanation of Responses:

1. Shares acquired upon exercise of stock options.

2. Certain of these shares were granted under restricted stock awards and are subject to forfeiture. Of such shares, 169,949 continue to be subject to forfeiture as of the date of this filing.

3. Shares acquired upon exercise of stock-settled stock appreciation rights.

4. Shares disposed of to the issuer to cover the exercise price of the exercised stock-settled stock appreciation rights.

5. Shares withheld by the issuer to cover applicable withholding taxes related to the exercise of the stock-settled stock appreciation rights.

	/s/ Melinda Barreiro	02/05/2025
	** 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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