SEC Info - Smith Anne J - ‘4’ for 4/7/23 re: Hooker Furnishings Corp.

FORM 4

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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Anne J

2. Issuer Name and Ticker or Trading Symbol
HOOKER FURNISHINGS Corp [HOFT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director

_____ 10% Owner

__X__ Officer (give title below)

_____ Other (specify below)

Chief Administrative Officer

(Last)

(First)

(Middle)

POB 4708

3. Date of Earliest Transaction (Month/Day/Year)
4/7/23

(Street)

MARTINSVILLE, VA 24115

4. If Amendment, Date Original Filed (Month/Day/Year)

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)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

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

Amount

(A) or (D)

Price

Common Stock

4/7/23

2,371

⁽¹⁾

14,985

Common Stock

4/7/23

840

$18.33

14,145

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit (RSU)

⁽¹⁾

4/10/23

2,114

⁽²⁾

Common Stock

2,114 ⁽³⁾

$ 0

2,114

Restricted Stock Unit (RSU)

⁽¹⁾

4/7/23

2,371

⁽⁴⁾

Common Stock

2,371 ⁽³⁾

$ 0

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Smith Anne J
POB 4708
MARTINSVILLE, VA 24115

Chief Administrative Officer

Signatures

/s/ Yumin Yang Attorney in Fact for Anne J. Smith

4/11/23

^**Signature of Reporting Person

Date

Explanation of Responses:

If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

(1)

Each RSU represents a contingent right to receive one share of HOFT common stock.

(2)

The RSUs will vest 100% if the reporting person remains continuously employed with the issuer through April 10, 2026 and will be paid as soon as administratively practical thereafter.

(3)

At the direction of the issuer's Compensation Committee, the RSUs may be paid in shares of HOFT common stock, cash (based on the fair market value of a share of HOFT common stock on the date payment is made) or both.

(4)

On April 7, 2020, the reporting person was granted 2,371 restricted stock units, vesting 100% on April 7, 2020 as the reporting person remained continuously employed with the issuer through that date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Smith Anne J – ‘4’ for 4/7/23 re: Hooker Furnishings Corp.

On: Tuesday, 4/11/23, at 1:24pm ET · For: 4/7/23 · Accession #: 1062993-23-9006 · File #: 0-25349

Previous ‘4’: ‘4’ on 10/4/22 for 10/3/22 · Next & Latest: ‘4’ on 4/10/24 for 4/8/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Smith Anne J – ‘4’ for 4/7/23 re: Hooker Furnishings Corp.

On: Tuesday, 4/11/23, at 1:24pm ET · For: 4/7/23 · Accession #: 1062993-23-9006 · File #: 0-25349

Previous ‘4’: ‘4’ on 10/4/22 for 10/3/22 · Next & Latest: ‘4’ on 4/10/24 for 4/8/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents