Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
Sally Beauty Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
79546E104
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 021489109 | 13G | Page 2 of 7 |
| 1 | Names of Reporting Persons
Carol L. Bernick | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
U.S. Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,435,654 | ||||
| 6 | Shared Voting Power
2,901,698 | |||||
| 7 | Sole Dispositive Power
2,815,108 | |||||
| 8 | Shared Dispositive Power
1,522,244 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,337,352 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
2.4% | |||||
| 12 |
Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 021489109 | 13G | Page 3 of 7 |
| 1 | Names of Reporting Persons
Leonard H. Lavin | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
U.S. Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
2,901,698 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,522,244 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,901,698 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
2.0% | |||||
| 12 |
Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 021489109 | 13G | Page 4 of 7 |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| Sally Beauty Holdings, Inc. | ||||||||||||
| Item 1 | (b) |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 3001 Colorado Boulevard, Denton, Texas 76210-6802 | ||||||||||||
| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| (1) Carol L. Bernick | ||||||||||||
| (2) Leonard H. Lavin | ||||||||||||
| Item 2 | (b) |
Address of Principal Business Office or, if none, Residence: | ||||||||||
| For each of the filing persons: | ||||||||||||
| c/o Alberto-Culver Company | ||||||||||||
| 2525 Armitage Avenue | ||||||||||||
| Melrose Park, IL 60160 | ||||||||||||
| Item 2 | (c) |
Citizenship: | ||||||||||
| For each of the filing persons: | ||||||||||||
| U.S. Citizen | ||||||||||||
| Item 2 | (d) |
Title of Class of Securities: | ||||||||||
| Common Stock, par value $0.01 per share (“Common Stock”) | ||||||||||||
| Item 2 | (e) |
CUSIP Number: | ||||||||||
| 79546E104 | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||||||||
| < /tr> | ||||||||||||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||||||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||||||||
| CUSIP No. 021489109 | 13G | Page 5 of 7 |
| Item 4. | Ownership | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| (1) Carol L. Bernick. 4,337,352 shares of Common Stock. Includes 2,435,654 shares held as trustee or co-trustee of trusts for the benefit of Leonard H. Lavin and his descendants, including Carol L. Bernick (the“ Family Trusts”); 1,379,454 shares held by a family partnership and 522,244 shares held by a family foundation. |
||||||||||
| (2) Leonard H. Lavin. 2,901,698 shares of Common Stock. Includes 1,000,000 shares held as co-trustee of Family Trusts; 1,379,454 shares held by a family partnership and 522,244 shares held by a family foundation. |
||||||||||
| (b) | Percent of class: | |||||||||
| The percentages are based on 182,313,747 shares of Common Stock outstanding as of November 17, 2009 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 19, 2009. | ||||||||||
| (1) Carol L. Bernick. 2.4% | ||||||||||
| (2) Leonard H. Lavin 2.0% | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| (1) Carol L. Bernick. 1,435,654 shares. | ||||||||||
| (2) Leonard H. Lavin. None. | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| (1) Carol L. Bernick. 2,901,698 shares. | ||||||||||
| 0; | (2) Leonard H. Lavin. 2,901,698 shares. | |||||||||
| (iii) | Sole power to dispose or direct the disposition of | |||||||||
| (1) Carol L. Bernick. 2,815,108 shares. | ||||||||||
| (2) Leonard H. Lavin. None. | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| (1) Carol L. Bernick. 1,522,244 shares. | ||||||||||
| (2) Leonard H. Lavin 1,522,244 shares. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| If this statement if being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. |
||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||||||
| Not Applicable. | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |||||||||
| Not Applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| Not Applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not Applicable. | ||||||||||
| Item 10. | Certification | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
||||||||||
| CUSIP No. 021489109 | 13G | Page 6 of 7 |
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.
Date: January 29, 2010
| Signature: | /S/ CAROL L. BERNICK | |
| Name/Title | Carol L. Bernick, individually; as trustee or co-trustee of various trusts; and as an officer of the Lavin Family Foundation. |
| CUSIP No. 021489109 | 13G | Page 7 of 7 |
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.
Date: January 29, 2010
| Signature: | /S/ LEONARD H. LAVIN | |
| Name/Title | Leonard H. Lavin, individually; as co-trustee of several trusts; and as an officer of the Lavin Family Foundation. |