Sec Form 3 Filing - STADIUM CAPITAL MANAGEMENT LLC @ Sleep Number Corp - 2024-10-31

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
STADIUM CAPITAL MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
Sleep Number Corp [ SNBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
199 ELM STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2024
(Street)
NEW CANAAN, CT06840
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.01 per share ( 1 ) 401,459 I By: Stadium Special Opportunity I, L.P. ( 2 )
Common Stock, par value $0.01 per share ( 1 ) 1,860,989 I By: Stadium Capital Partners, L.P. ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STADIUM CAPITAL MANAGEMENT LLC
199 ELM STREET
NEW CANAAN, CT06840
X
Stadium Capital Management GP, L.P.
199 ELM STREET
NEW CANAAN, CT06840
X
Stadium Special Opportunity I, L.P.
199 ELM STREET
NEW CANAAN, CT06840
See Explanation of Responses
STADIUM CAPITAL PARTNERS L P
199 ELM STREET
NEW CANAAN, CT06840
See Explanation of Responses
SEAVER ALEXANDER M
199 ELM STREET
NEW CANAAN, CT06840
X
Signatures
Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager 11/04/2024
Signature of Reporting Person Date
Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager 11/04/2024
Signature of Reporting Person Date
Stadium Special Opportunity I, L.P.; By Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager 11/04/2024
Signature of Reporting Person Date
Stadium Capital Partners, L.P.; By Stadium Capital Management GP, L.P.; By Stadium Capital Management, LLC; By /s/ Alexander M. Seaver, Manager 11/04/2024
Signature of Reporting Person Date
/s/ Alexander M. Seaver 11/04/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed jointly by Stadium Capital Management, LLC ("SCM"), Stadium Capital Management GP, L.P. ("SCMGP"), Stadium Special Opportunity I, L.P. ("SSO"), Stadium Capital Partners, L.P. ("SCP") and Alexander M. Seaver (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of Sleep Number Corporation's (the "Issuer") outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Securities owned directly by SSO. As the general partner of SSO, SCMGP may be deemed to beneficially own the securities owned directly by SSO. SCM, as the investment advisor of SSO and general partner of SCMGP, may be deemed to beneficially own the securities owned directly by SSO. Mr. Seaver, as the manager of SCM, may be deemed to beneficially own the securities owned directly by SSO.
( 3 )Securities owned directly by SCP. As the general partner of SCP, SCMGP may be deemed to beneficially own the securities owned directly by SCP. SCM, as the investment advisor of SCP and general partner of SCMGP, may be deemed to beneficially own the securities owned directly by SCP. Mr. Seaver, as the manager of SCM, may be deemed to beneficially own the securities owned directly by SCP.

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).
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