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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Sleep Number Corp (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
83125X103 (CUSIP Number) |
STADIUM CAPITAL MANAGEMENT 199 Elm Street, New Canaan, CT, 06840-5321 203-972-8235 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
STADIUM CAPITAL MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,616,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
Stadium Capital Management GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,616,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
Stadium Special Opportunity I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
401,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
STADIUM CAPITAL PARTNERS L P | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,215,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
SEAVER ALEXANDER M | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,616,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
HOPF PATRICK A | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
76,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
FAZIO GARY T | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
71,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Sleep Number Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1001 THIRD AVENUE SOUTH, MINNEAPOLIS,
MINNESOTA
, 55404. |
| Item 2. | Identity and Background |
| (a) | Item 2(a) is hereby amended and restated to read as follows:
This statement is filed by:
(i) Stadium Capital Management, LLC, a Delaware limited liability company ("SCM");
(ii) Stadium Capital Management GP, L.P., a Delaware limited partnership ("SCMGP");
(iii) Stadium Special Opportunity I, L.P., a Delaware limited partnership ("SSO");
(iv) Stadium Capital Partners, L.P., a Delaware limited partnership ("SCP");
(v) Alexander M. Seaver (together with SCM, SCMGP, SSO and SCP, "Stadium Capital");
(vi) Patrick A. Hopf; and
(vii) Gary T. Fazio.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement and Joinder Agreement, each as defined and further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | Item 2(b) is hereby amended and restated to read as follows:
The principal business address of Stadium Capital is 199 Elm Street, New Canaan, Connecticut 06840. The principal business address of Mr. Hopf is 14830 Encendido, San Diego, California 92127. The principal business address of Mr. Fazio is 136 South Shore Drive, Hilton Head, South Carolina 29928. |
| (c) | Item 2(c) is hereby amended and restated to read as follows:
The principal business of SSO and SCP is investing in securities. The principal business of SCMGP is acting as the general partner of SSO and SCP. The principal business of SCM is acting as the investment advisor to SSO and SCP and as the general partner of SCMGP. The principal occupation of Mr. Seaver is acting as the manager of SCM. The principal occupation of Mr. Hopf is acting as a private investor. The principal occupation of Mr. Fazio is acting as a consultant. |
| (d) | Item 2(d) is hereby amended and restated to read as follows:
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Item 2(e) is hereby amended and restated to read as follows:
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Item 2(f) is hereby amended and restated to read as follows:
SCM, SCMGP, SSO and SCP are organized under the laws of the State of Delaware. Messrs. Seaver, Hopf and Fazio are citizens of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares beneficially owned by Stadium Capital were purchased using their investment capital or funds under management. The aggregate purchase price of 2,616,459 Shares beneficially owned by Stadium Capital was approximately $56,352,966 (including brokerage commissions and transaction costs).
The Shares beneficially owned by Mr. Hopf were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 75,000 Shares beneficially owned directly by Mr. Hopf is approximately $1,060,758, including brokerage commissions. The aggregate purchase price of the call options held by Mr. Hopf referencing 1,500 Shares is approximately $98, excluding brokerage commissions.
The Shares beneficially owned by Mr. Fazio were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 71,125 Shares beneficially owned directly by Mr. Fazio is approximately $526,823, excluding brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The responses of the Reporting Persons to rows 11 and 13 on the cover pages of this Amendment No. 6 to the Schedule 13D with respect to the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons are incorporated herein by reference. As of the date of this Amendment No. 6 to the Schedule 13D, Stadium Capital beneficially owned 2,616,459 Shares, representing approximately 11.7% of the outstanding Shares, Mr. Hopf beneficially owned 76,500 Shares, including 1,500 Shares underlying certain call options that are currently exercisable, representing approximately 0.3% of the outstanding Shares, and Mr. Fazio beneficially owned 71,125 Shares, representing approximately 0.3% of the outstanding Shares. The percentages reported herein relating to beneficial ownership of Shares are based upon 22,389,000 Shares outstanding as of January 25, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025.
Each of the Participants (as defined below) may be deemed to be a member of a "group" with the other Participants for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such group may be deemed to beneficially own the 2,764,084 Shares owned in the aggregate by all of the Participants, constituting approximately 12.3% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Participants are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he, she or it does not directly own. Each of the Participants specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
The responses of the Reporting Persons to rows 7, 8, 9 and 10 on the cover pages of this Amendment No. 6 to Schedule 13D with respect to the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition are incorporated herein by reference. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The transactions in the securities of the Issuer during the past 60 days by the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On March 11, 2025, Stadium Capital, the Nominees (as defined in Amendment No. 5 to the Schedule 13D) and Mr. Fazio (collectively, the "Participants") entered into a Joinder Agreement (the "Joinder Agreement") to the Joint Filing and Solicitation Agreement (as defined in Amendment No. 5 to the Schedule 13D), pursuant to which Mr. Fazio agreed to be bound by the terms of the Joint Filing and Solicitation Agreement. The Joinder Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in the Securities.
99.1 - Joinder Agreement, dated March 11, 2025. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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