As filed with the Securities and Exchange Commission on May 30, 2024

                                     Registration No. __________________

    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

___________________________

Sleep Number Corporation

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation or organization)			41-1597886 (I.R.S. Employer Identification No.)
1001 Third Avenue South Minneapolis, Minnesota (Address of Principal Executive Offices)			55404 (Zip Code)

___________________________

Sleep Number Corporation 2020 Equity Incentive Plan

(Full title of the plan)

Samuel R. Hellfeld

Executive Vice President, Chief Legal and Risk Officer and Secretary

Sleep Number Corporation

1001 Third Avenue South

Minneapolis, Minnesota 55404

(Name and address of agent for service)

(763) 551-7000

(Telephone number, including area code, of agent for service)

Copies requested to:

Brett Hanson, Esq.

Emily Humbert, Esq.

Fox Rothschild LLP

33 South Sixth Street, Suite 3600

Minneapolis, Minnesota 55402-3601

(612) 607-7000

___________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer                             Accelerated filer

Non-accelerated filer                             Smaller reporting company

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 7(a)(2)(B) of the Securities Act.

    

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EXPLANATORY NOTE

Sleep Number Corporation (the “Registrant” or the “Company”) has filed this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 1,500,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable pursuant to awards granted under the Sleep Number Corporation 2020 Equity Incentive Plan, as amended (the “2020 Plan”). This share increase was approved by the Company’s Management Development and Compensation Committee on March 12, 2024, and was approved and adopted by the Company’s shareholders on May 21, 2024. The Company previously filed with the Commission a Registration Statement on Form S-8 (Reg. No. 333-238236) to register the initial 3,240,000 shares of Common Stock available for issuance under the 2020 Plan, which prior Registration Statement, with the exception of Items 3 and 8 of Part II of such prior Registration Statement, is hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this Registration Statement the following documents, which have been previously filed (not furnished) with the Commission:

(a)    The Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, including portions of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 2, 2024 to the extent specifically incorporated by reference therein (File No. 0-25121);

(b)    The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024 (File No. 0-25121);

(c)    The Company’s Current Reports on Form 8-K filed on March 15, 2024 and May 21, 2024 (File Nos. 0-25121); and

(d)    The description of the Common Stock contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including any amendments or reports filed for the purpose of updating such description (File No. 0-25121).

In addition, all other documents filed (not furnished) by the Company pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the Commission in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any

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subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit No.						Description
3.1						Third Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-25121))
3.2						Articles of Amendment to Third Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 16, 2006 (File No. 0-25121))
3.3						Articles of Amendment to Third Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 25, 2010 (File No. 0-25121))
3.4						Articles of Amendment to Third Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 1, 2017 (File No. 0-25121))
3.5						Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 22, 2017 (File No. 0-25121))
5.1*						Opinion of Fox Rothschild LLP regarding the validity of the shares of Common Stock being registered
23.1						Consent of Fox Rothschild LLP (included within the opinion filed herewith as Exhibit 5.1)
23.2*						Consent of Independent Registered Public Accounting Firm
24.1*						Power of Attorney (included on signature page to this Registration Statement)
99.1						Sleep Number Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 13, 2020 (File No. 0-25121))
99.2						Amendment No. 1 to the Sleep Number Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 21, 2024 (File No. 0-25121))
107*						Filing Fee Table

* Filed Herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on May 30, 2024.

SLEEP NUMBER CORPORATION

By:			/s/ Samuel R. Hellfeld
			Samuel R. Hellfeld
			Executive Vice President, Chief Legal and Risk Officer and Secretary

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POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shelly R. Ibach, Francis K. Lee and Samuel R. Hellfeld, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature			Title			Date
/s/ Shelly R. Ibach			Chair, President and Chief Executive Officer (Principal Executive Officer)			May 30, 2024
Shelly R. Ibach
/s/ Francis K. Lee			Executive Vice President and Chief Financial Officer (Principal Financial Officer)			May 30, 2024
Francis K. Lee
/s/ Joel J. Laing			Chief Accounting Officer (Principal Accounting Officer)			May 30, 2024
Joel J. Laing
/s/ Phillip M. Eyler			Director			May 30, 2024
Phillip M. Eyler
/s/ Stephen L. Gulis, Jr.			Director			May 30, 2024
Stephen L. Gulis, Jr.
/s/ Michael J. Harrison			Lead Director			May 30, 2024
Michael J. Harrison
/s/ Julie M. Howard			Director			May 30, 2024
Julie M. Howard
/s/ Deborah L. Kilpatrick			Director			May 30, 2024
Deborah L. Kilpatrick
/s/ Brenda J. Lauderback			Director			May 30, 2024
Brenda J. Lauderback
/s/ Stephen E. Macadam			Director			May 30, 2024
Stephen E. Macadam
/s/ Barbara R. Matas			Director			May 30, 2024
Barbara R. Matas
/s/ Angel L. Mendez			Director			May 30, 2024
Angel L. Mendez
/s/ Hilary A. Schneider			Director			May 30, 2024
Hilary A. Schneider

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Sleep Number Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit(2)

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee(3)

Equity

Common Stock, $0.01 par value per share

457(c) and 457(h)

1,500,000 shares

$13.27

$19,905,000

$147.60 per $1,000,000

$2,937.98

Total Offering Amounts

$19,905,000

$2,937.98

Total Fee Offsets

0

Net Fee Due

$2,937.98

_________________

(1)    Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of the registrant’s common stock that become issuable under the Sleep Number Corporation 2020 Equity Incentive Plan, as amended, by reason of any recapitalization, stock split, stock dividend or other similar transaction effected without receipt of consideration where the registrant’s outstanding shares of common stock are increased, converted or exchanged.

(2)    Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sales prices of the registrant’s common stock, as reported by the Nasdaq Stock Market on May 24, 2024.

(3)    Sleep Number Corporation does not have any fee offsets.

 

City Center 33 South Sixth Street Suite 3600 Minneapolis, MN 55402 612.607.7000 612.607.7100 www.foxrothschild.com			Exhibit 5.1

May 30, 2024

Sleep Number Corporation

1001 Third Avenue South

Minneapolis, Minnesota 55404

Re:    Sleep Number Corporation – Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Sleep Number Corporation, a Minnesota corporation (the “Company”), in connection with the Company’s registration of an additional 1,500,000 shares (collectively, the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable under the Sleep Number Corporation 2020 Equity Incentive Plan, as amended (the “Plan”), pursuant to a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 30, 2024.

In connection with this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters.

In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the legal capacity of all natural persons; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as certified or photocopies; the authenticity of the originals of such latter documents, including electronic signatures made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology); that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature; the accuracy and completeness of all documents and records reviewed by us; the accuracy, completeness and authenticity of certificates issued by any governmental official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate; and other than for the Company, the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

Our opinion herein is expressed solely with respect to the laws of the State of Minnesota (including the statutory provisions, all applicable provisions of the Minnesota Constitution and reported judicial decisions interpreting the foregoing) and is based on these laws as in effect on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof.

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We are not rendering any opinion as to compliance with any federal or other state law, rule or regulation relating to securities, or to the sale or issuance thereof. Additionally, we give no opinion as to whether the Company or its beneficial owners are in compliance with the Corporate Transparency Act and/or the rules and regulations promulgated thereunder or any similar state law, rule or regulation.

On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Shares registered pursuant to the Registration Statement have been duly and validly authorized and reserved for issuance and that upon the issuance of the Shares and payment therefor in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to update or supplement this opinion or to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

    Very truly yours,

    

    /s/ Fox Rothschild LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2024 relating to the financial statements and financial statement schedule of Sleep Number Corporation and the effectiveness of Sleep Number Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Sleep Number Corporation for the year ended December 30, 2023.

/s/ Deloitte & Touche LLP

Minneapolis, MN

May 30, 2024