Amendment: SEC Form SC 13D/A filed by Sleep Number Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Sleep Number Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

83125X103

(CUSIP Number)

STADIUM CAPITAL MANAGEMENT, LLC

199 Elm Street

New Canaan, CT 06840-5321

(203) 972-8235

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 25, 2024

(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 ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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 disclosures provided in a prior cover page.

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).

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

Item 3 is hereby amended and restated to read as follows:

All of the Shares reported herein were purchased on behalf of the Reporting Persons using their investment capital or funds under management. The aggregate purchase price of 2,616,459 Shares reported herein was approximately $56,352,966 (including brokerage commissions and transaction costs).

Item 4 is hereby amended to add the following:

On November 25, 2024, the Reporting Persons issued a press release and open letter to the Issuer’s shareholders (the “November 25^th Letter”). In the November 25^th Letter, the Reporting Persons expressed their views regarding the Issuer’s need for a reconstituted Board and independent CEO search process. The Reporting Persons also called on the Issuer to collaborate with them to add new directors to the Board, appoint an Executive Chairman and ensure a wholly independent CEO search process to identify the Issuer’s next leader. The Reporting Persons further encouraged shareholders to make their own concerns known by communicating them directly to the Issuer. The Reporting Persons concluded the November 25^th Letter by making clear that they intend to nominate several exceptionally qualified directors for election at the Issuer’s 2025 Annual Meeting of Shareholders if the Board remains unwilling to engage constructively with the Reporting Persons on changes they believe are necessary to unlock value at the Issuer.

The foregoing description of the November 25^th Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the November 25^th Letter, which is attached hereto as Exhibit 99.1 incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a) – (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 4 are incorporated herein by reference. As of the date of this Amendment No. 4, the Reporting Persons beneficially owned 2,616,459 Shares, representing approximately 11.7% of the outstanding Shares. The percentage in this paragraph relating to beneficial ownership of Shares is based upon 22,371,000 Shares outstanding as of September 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2024.

(c) The transactions in the securities of the Issuer since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

Item 7 is hereby amended to add the following exhibit:

99.1       November 25^th Letter.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 25, 2024

SCHEDULE A

Transactions in the Securities of the Issuer Since Amendment No. 3

STADIUM CAPITAL PARTNERS, L.P.

________________________________

¹ The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $13.1312 to $14.1075 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

² The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $14.8075 to $14.9783 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

³ The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $13.9979 to $14.8437 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

⁴ The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $13.6700 to $14.0137 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

⁵ The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $13.4921 to $14.3680 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

⁶ The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $12.4354 to $13.4000 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

⁷ The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $13.4795 to $13.6300 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

⁸ The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $12.0400 to $12.2076 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.