Statement of Changes in Beneficial Ownership (4)

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

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

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

1. Name and Address of Reporting Person * RABIN EDWARD W	2. Issuer Name and Ticker or Trading Symbol Sally Beauty Holdings, Inc. [ SBH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O SALLY BEAUTY HOLDINGS, INC., 3001 COLORADO BLVD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/10/2020
(Street) DENTON, TX 76210 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	V	Amount	(A) or (D)	Price
Common Stock	2/10/2020		P		1000	A	$13.223 (1)	18000	I	By Wife (2)
Common Stock	2/10/2020		P		4500	A	$13.246 (3)	93500	I	By Trust (4)
Common Stock	2/11/2020		P		500	A	$13.221 (5)	18500	I	By Wife (2)
Common Stock	2/11/2020		P		3000	A	$13.323 (6)	96500	I	By Trust (4)
Common Stock								25520	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Reflects the weighted average purchase price. The range of prices for these transactions was $13.20 to $13.26. The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price.
(2)	Shares held by Jackie Rabin SEP IRA, f/b/o Jackie Rabin.
(3)	Reflects the weighted average purchase price. The range of prices for these transactions was $13.19 to $13.31. The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price.
(4)	Shares held by Edward Rabin Trust, f/b/o Edward Rabin, Jackie Rabin and family.
(5)	Reflects the weighted average purchase price. The range of prices for these transactions was $13.20 to $13.235. The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price.
(6)	Reflects the weighted average purchase price. The range of prices for these transactions was $13.17 to $13.42. The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RABIN EDWARD W C/O SALLY BEAUTY HOLDINGS, INC. 3001 COLORADO BLVD DENTON, TX 76210	X

Signatures
/s/ Cade Newman, Attorney-in-fact		2/12/2020
**Signature of Reporting Person		Date