Filing Details
- Accession Number:
- 0000921895-25-002120
- Form Type:
- 13D Filing
- Publication Date:
- 2025-08-05 20:00:00
- Filed By:
- Stadium Capital Management
- Company:
- Sleep Number Corp (NASDAQ:SNBR)
- Filing Date:
- 2025-08-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| STADIUM CAPITAL MANAGEMENT LLC | 0 | 2,616,459 | 0 | 2,616,459 | 2,616,459 | 11.5% |
| Stadium Capital Management GP, L.P. | 0 | 2,616,459 | 0 | 2,616,459 | 2,616,459 | 11.5% |
| Stadium Special Opportunity I, L.P. | 0 | 401,459 | 0 | 401,459 | 401,459 | 1.8% |
| STADIUM CAPITAL PARTNERS L P | 0 | 2,215,000 | 0 | 2,215,000 | 2,215,000 | 9.7% |
| SEAVER ALEXANDER M | 0 | 2,616,459 | 0 | 2,616,459 | 2,616,459 | 11.5% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
Sleep Number Corp (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
83125X103 (CUSIP Number) |
STADIUM CAPITAL MANAGEMENT 199 Elm Street, New Canaan, CT, 06840-5321 203-972-8235 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/06/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
STADIUM CAPITAL MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,616,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
Stadium Capital Management GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,616,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
Stadium Special Opportunity I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
401,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
STADIUM CAPITAL PARTNERS L P | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,215,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 83125X103 |
| 1 |
Name of reporting person
SEAVER ALEXANDER M | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,616,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Sleep Number Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1001 THIRD AVENUE SOUTH, MINNEAPOLIS,
MINNESOTA
, 55404. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
During 2023 and 2024, the Reporting Persons expressed their deep concerns about the Issuer's corporate governance and operational leadership, privately at first, and publicly after being left with no other choice. The Issuer has since made significant changes to its Board and leadership team. With a smaller and more effective Board, and with the hiring of the Issuer's new CEO, Linda Findley, the Reporting Persons believe the Issuer is now positioned for operational success and appropriately focused on unlocking the massive potential for shareholder value creation. The Reporting Persons have met extensively with Ms. Findley and her new team over the last several months and are deeply impressed by Ms. Findley, her strategy and the turnaround actions the Issuer has taken under her leadership. Ms. Findley and the newly configured team are executing with sharp focus and an urgency appropriate for the situation. The turnaround of the Issuer is well underway. The Reporting Persons have always admired the Issuer's differentiated products, powerful distribution channel strategy and loyal customer base. The Reporting Persons now believe the Issuer is set to exploit these real advantages. The Reporting Persons fully support Ms. Findley and her team and look forward to working constructively with her and the improved Board. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The responses of the Reporting Persons to rows 11 and 13 on the cover pages of this Amendment No. 8 to the Schedule 13D with respect to the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons are incorporated herein by reference. As of the date hereof, the Reporting Persons collectively beneficially own 2,616,459 Shares, representing approximately 11.5% of the outstanding Shares. The percentages reported herein relating to beneficial ownership of Shares are based upon 22,771,000 Shares outstanding as of June 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2025. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
There have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. |
| 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.
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