UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On April 28, 2021, Leggett & Platt, Incorporated (the “Company”) received a notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 from the plan administrator of the Leggett & Platt, Incorporated 401(k) Plan (the “Plan”). The notice informed the Company of a blackout period in which participants and beneficiaries in the Plan temporarily will be unable to exercise certain rights otherwise available to them under the Plan. During the blackout period, Plan participants and beneficiaries will be unable to: (i) purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including Company common stock; (ii) change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan; (iii) receive distributions or withdrawals from, or terminate their participation in, the Plan; (iv) receive loans from the Plan; or (v) make rollover contributions into the Plan. The blackout period is required due to the need to administratively process the migration of the Plan from the recordkeeping platform of Wells Fargo Bank, N.A. to the recordkeeping platform of Principal Financial Group.
On April 29, 2021, the Company delivered to its directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a notice required by Rule 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction (“Regulation BTR”). The Regulation BTR notice imposes a blackout period on such directors and officers during which they will be prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any Company common stock or derivative securities with respect to Company common stock acquired in connection with their service or employment as a director or officer, except as otherwise exempted by Regulation BTR. A copy of the Regulation BTR blackout notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The blackout period applicable to Plan participants and beneficiaries, as well as to our directors and officers subject to Section 16 of the Exchange Act, is expected to begin on June 16, 2021 at 1:00 p.m. Eastern Time and is expected to end during the calendar week of June 20, 2021 through June 26, 2021. The Company’s common stockholders or other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the blackout period by contacting Scott S. Douglas, Senior Vice President – General Counsel & Secretary, Leggett & Platt, Incorporated, at No. 1 Leggett Road, Carthage, Missouri 64836, or by calling (800) 888-4569.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1* | Regulation BTR Blackout Notice dated April 29, 2021 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document contained in Exhibit 101) | |
| * | Denotes filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED | ||||||||
| Date: April 29, 2021 | By: | /s/ SCOTT S. DOUGLAS |
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| Scott S. Douglas | ||||||||
| Senior Vice President — General Counsel & Secretary |
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Exhibit 99.1
Notice of Blackout Period
Under the
Leggett & Platt, Incorporated 401(k) Plan
(As Required by Rule 104 Under SEC Regulation Blackout Trading Restriction)
| To: | All Directors and Section 16 Officers of Leggett & Platt, Incorporated | |
| From: | Scott S. Douglas, Senior Vice President – General Counsel & Secretary, Leggett & Platt, Incorporated | |
| Date: | April 29, 2021 | |
| Subject: | Notice of Blackout Trading Restriction Period (the “BTR Blackout Period”) | |
Class of Securities Subject to the BTR Blackout Period
This notice is to inform you of significant restrictions on your ability to transact in the Company’s common stock, $.01 par value, (together with any derivative security thereof including options or units, “Leggett Stock”), during an upcoming BTR Blackout Period. The additional restrictions during this period are imposed on the Company’s directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) Regulation Blackout Trading Restriction (“BTR”). The BTR Blackout Period is in addition to the Company’s regularly scheduled blackout period related to our earnings release under the Company’s insider trading policy.
The purpose of this Notice is to inform you of the impending BTR Blackout Period under the Leggett & Platt, Incorporated 401(k) Plan (the “Plan”), during which you generally will be prohibited from effecting any direct or indirect transactions in Leggett Stock that you acquired in connection with your service or employment as a director or Section 16 officer of the Company. We are obligated under the Sarbanes-Oxley Act to provide you with this Notice, which contains specific information regarding the BTR Blackout Period. In addition, we are required to file this Notice with the SEC as part of a Form 8-K.
Reasons for BTR Blackout Period and Plan Transactions to be Suspended
The Plan will be migrated from the recordkeeping platform of Wells Fargo Bank, N.A. to the recordkeeping platform of Principal Financial Group. The BTR Blackout Period is necessary to administratively transfer the individual accounts, including those accounts with Leggett Stock, onto the new recordkeeping platform. As a result of this migration, Plan participants and beneficiaries will temporarily be unable to:
| (i) | purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including Leggett Stock; |
| (ii) | change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan; |
| (iii) | receive distributions or withdrawals from, or terminate their participation in, the Plan; |
| (iv) | receive loans from the Plan; or |
| (v) | make rollover contributions into the Plan. |
Plan participants and beneficiaries have received or will receive a separate notice informing them of the blackout period in accordance with applicable law. The period of restriction applicable to Plan participants and beneficiaries matches the time frame in the BTR Blackout Period referenced below.
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Length of Blackout Period
The BTR Blackout Period is expected to begin on June 16, 2021 at 1:00 p.m. Eastern Time and is expected to end during the calendar week of June 20, 2021 through June 26, 2021. If there is a change to the beginning date or the length of the BTR Blackout Period, Leggett will provide you with notice of such adjustment as soon as reasonably practicable. You may obtain, without charge, the actual beginning and ending dates of the BTR Blackout Period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the BTR Blackout Period, by contacting Scott S. Douglas – Senior Vice President, General Counsel & Secretary, Leggett & Platt, Incorporated, at No. 1 Leggett Road, Carthage, Missouri 64836, or by calling (800) 888-4569.
Restrictions on Directors and Section 16 Officers During the BTR Blackout Period
Because participants and beneficiaries in the Plan will be unable to direct or diversify assets, including Leggett Stock during the BTR Blackout Period, Leggett’s directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the BTR Blackout Period.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the Company’s directors and Section 16 officers are prohibited during the BTR Blackout Period from:
| (i) | purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any Leggett Stock acquired in connection with his or her service or employment as a director or Section 16 officer; |
| (ii) | being awarded any “discretionary grant” of Leggett Stock, including options, units, or other equity securities; |
| (iii) | exercising options, whether or not in combination with the sale of underlying shares of Leggett Stock; |
| (iv) | transferring an investment of Leggett Stock in the Plan; |
| (v) | liquidating a position in a security tied to the value of Leggett Stock; and |
| (vi) | enrolling in a plan or establishing or changing the deferral percentage in a plan that offers Leggett Stock as an investment alternative. |
Please note the following:
| • | Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). |
| • | There are exemptions for certain transactions including gifts, acquisitions in formula plans and other non-discretionary “automatic” transactions, such as bi-weekly acquisitions in the Company’s Deferred Compensation Program and the Executive Stock Unit Program. |
| • | Although you are permitted to engage in transactions involving Leggett Stock that were not acquired in connection with your service or employment as a director or officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements. |
| • | These restrictions apply regardless of whether you participate in the Plan. |
If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to sanctions. Because of the complexity of the regulations and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving Leggett Stock during the BTR Blackout Period.
Thank you.
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