HNI (HNI) Form 4 HNI / Vincent P Berger 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^*

Berger Vincent P

(Last) (First) (Middle)

600 EAST SECOND STREET

(Street)

MUSCATINE IA 52761

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HNI CORP [ HNI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, HHT; EVP, HNI Corp

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

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	04/01/2022		A	V	4.766(1)	A	$0	63,278.436	D
Common Stock	07/01/2022		A	V	5.956(1)	A	$0	63,284.392	D
Common Stock	09/30/2022		A	V	6.656(1)	A	$0	63,291.048	D
Common Stock	12/30/2022		A	V	7.24(1)	A	$0	63,298.288	D
Common Stock	12/31/2022		A	V	191.843(2)	A	$0	1,649.809	I	Profit-Sharing Retirement Plan
Common Stock	02/01/2023		M		2,472	A	$31.79	65,770.288	D
Common Stock	02/01/2023		S(3)		2,472	D	$32.08(4)	63,298.288	D
Common Stock	02/02/2023		M		2,150	A	$31.79	65,448.288	D
Common Stock	02/02/2023		S(3)		2,150	D	$32.24(5)	63,298.288	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualifying employee stock option (right to buy)	$31.79	02/01/2023		M			2,472	02/13/2017	02/13/2023	Common Stock	2,472	$0	2,156	D
Non-qualifying employee stock option (right to buy)	$31.79	02/02/2023		M			2,150	02/13/2017	02/13/2023	Common Stock	2,150	$0	6	D

Explanation of Responses:

1. These shares were acquired during the fiscal year under the HNI Corporation Members' Stock Purchase Plan.

2. These shares were acquired under the HNI Corporation Profit-Sharing Retirement Plan.

3. The sale was effected pursuant to a Rule 10b5-1 trading plan, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and HNI's policies regarding stock transactions, including its insider trading policy.

4. The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 - $32.18, inclusive. The reporting person undertakes to provide HNI Corporation, any security holder of HNI Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4

5. The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 - $32.42, inclusive. The reporting person undertakes to provide HNI Corporation, any security holder of HNI Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

Remarks:

	/s/ Steven M. Bradford, By Power of Attorney	02/03/2023
	** 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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