Sec Form 3 Filing - Petersen Jennifer Sue @ HNI CORP - 2024-09-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Petersen Jennifer Sue
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)
VP, Member Relations
(Last) (First) (Middle)
600 EAST SECOND STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2024
(Street)
MUSCATINE, IA52761
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,562 ( 1 ) D
Common Stock 1,543.515 I Profit-Sharing Retirement Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 options (right to buy) $ 46.62 02/15/2017( 2 ) 02/15/2027 Common Stock 616 D
Non-qualifying employee stock options (right to buy) $ 38.68 02/14/2018( 2 ) 02/14/2028 Common Stock 868 D
Non-qualifying employee stock options (right to buy) $ 39.77 02/13/2019( 2 ) 02/13/2029 Common Stock 1,985 D
Performance Standard Units $ 0 12/31/2024 ( 3 ) Common Stock 1,336 D
Performance Standard Units $ 0 12/31/2025 ( 4 ) Common Stock 2,510 D
Performance Standard Units $ 0 12/31/2026 ( 5 ) Common Stock 2,034 D
Performance Standard Units $ 0 12/31/2026 ( 6 ) Common Stock 408 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Petersen Jennifer Sue
600 EAST SECOND STREET
MUSCATINE, IA52761
VP, Member Relations
Signatures
/s/ Steven M. Bradford as attorney-in-fact for Jennifer Petersen 09/09/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 4,562 shares of Common Stock underlying restricted stock units ("RSUs") as follows: (a) 446 RSUs granted on February 16, 2022, which vest on February 16, 2025; (b) 1,674 RSUs granted on February 15, 2023, which vest in two equal annual installments on February 15, 2025 and February 15, 2026; (c) 2,034 RSUs granted on February 14, 2024, which vest in three equal annual installments on February 14, 2025, February 14, 2026, and February 14, 2027; and (d) 408 RSUs granted on August 12, 2024, which vest in three equal annual installments on February 14, 2025, February 14, 2026 and February 14, 2027.
( 2 )The option became fully vested and exercisable in one installment on the fourth anniversary of the grant date.
( 3 )On February 16, 2022, the reporting person was granted performance standard units to become fully vested on December 31, 2024. These shares will not be distributed until after HNI Corporation's February 2025 Board Meeting and only upon achievement of performance goals.
( 4 )On February 15, 2023, the reporting person was granted performance standard units to become fully vested on December 31, 2025. These shares will not be distributed until after HNI Corporation's February 2026 Board Meeting and only upon achievement of performance goals.
( 5 )On February 14, 2024, the reporting person was granted performance standard units to become fully vested on December 31, 2026. These shares will not be distributed until after HNI Corporation's February 2027 Board Meeting and only upon achievement of performance goals.
( 6 )On August 12, 2024, the reporting person was granted performance standard units to become fully vested on December 31, 2026. These shares will not be distributed until after HNI Corporation's February 2027 Board Meeting and only upon achievement of performance goals.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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