SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Hagedorn Jason Dean

(Last)

(First)

(Middle)

600 EAST SECOND STREET

(Street)

MUSCATINE

52761

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HNI CORP [ HNI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Allsteel Inc.

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/01/2022

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2021		M4⁽¹⁾	863	A	$36.95	16,788.925	D
Common Stock	02/12/2021		F4⁽²⁾	308	D	$36.95	16,480.925	D
Common Stock	03/31/2021		A	48.276⁽³⁾	A	$0	16,529.201	D
Common Stock	07/02/2021		A	44.688⁽³⁾	A	$0	16,573.889	D
Common Stock	10/01/2021		A	50.295⁽³⁾	A	$0	16,624.184	D
Common Stock	12/31/2021		A	45.463⁽³⁾	A	$0	16,678.627⁽⁴⁾	D
Common Stock							763.253⁽⁵⁾	I	Profit-Sharing Retirement Plan

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0⁽⁶⁾	02/12/2021		4M⁽¹⁾		863	02/12/2020	⁽⁷⁾	Common Stock	863	$0	1,727	D

Explanation of Responses:

1. Represents the conversion of Restricted Stock Units into Common Stock. On February 12, 2020, the reporting person was granted 2,590 Restricted Stock Units ("2020 Grant") to vest one-third per year in equal installments beginning on the first anniversary of the grant date. The first installment of 863 fully vested on February 12, 2021.

2. These shares were withheld by the Issuer to cover taxes upon vesting of the aggregate 555 shares of Common Stock that vested on February 12, 2021 pursuant to the 2020 Grant.

3. These shares were acquired during the fiscal year under the HNI Corporation Members' Stock Purchase Plan.

4. The total in column 5 includes reinvested dividends of 8.98 shares.

5. The total is column 5 includes 179.763 shares acquired under the HNI Corporation Profit-Sharing Retirement Plan.

6. Each restricted stock unit represents a contingent right to receive one share of Issuer's Common Stock.

7. On February 12, 2020, the reporting person was granted 2,590 Restricted Stock Units, vesting one-third per year in equal installments over a three year period, starting on the first anniversary of the 2020 Grant. The first installment of Restricted Stock Units vested on February 12, 2021. The second installment of Restricted United vested on February 12, 2022. The remaining Restricted Units will vest on February 12, 2023.

Remarks:

	/s/ Steven M. Bradford, By Power of Attorney	02/15/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

SEC Form 5: Hagedorn Jason Dean was granted 189 shares, increasing direct ownership by 5% to 16,679 units