Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

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).

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

1. Name and Address of Reporting Person^*

CD&R Channel Holdings, L.P.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LTD, P.O

BOX 309, UGLAND HOUSE, SOUTH CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RESIDEO TECHNOLOGIES, INC. [ REZI ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2024

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	Code	V	(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)
Series A Preferred Stock	$26.92⁽¹⁾	10/15/2024		X			1,500	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	55,721	$1,000	498,500	D⁽¹⁾⁽⁴⁾
Series A Preferred Put Option (Obligation to Sell)	$1,000	10/15/2024		X			1,500	⁽⁵⁾	⁽⁵⁾	Series A preferred	1,500	⁽⁵⁾	0	D

1. Name and Address of Reporting Person^*

CD&R Channel Holdings, L.P.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LTD, P.O

BOX 309, UGLAND HOUSE, SOUTH CHURCH ST

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CD&R Investment Associates XII, Ltd.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LTD, P.O

BOX 309, UGLAND HOUSE, SOUTH CHURCH ST

(Street)

GEORGETOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CD&R Associates XII, L.P.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LTD, P.O

BOX 309, UGLAND HOUSE, SOUTH CHURCH ST

(Street)

GEORGETOWN, GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. CD&R Channel Holdings, L.P. ("CD&R Stockholder") directly owns the shares of Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Resideo Technologies, Inc. (the "Issuer") reported herein, which are convertible into shares of the Issuer's common stock at an initial conversion price per share of $26.92, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event.

2. The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date.

3. The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Issuer's common stock (the "common stock") if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis.

4. CD&R Investment Associates XII, Ltd. ("CD&R Holdings GP") is the general partner of CD&R Stockholder and may be deemed to beneficially own the reported securities. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee (the "Investment Committee") of limited partners of CD&R Associates XII, L.P. ("CD&R Associates"), which may be deemed to beneficially own the reported securities. Each of CD&R Holdings GP and CD&R Associates, as well as each member of the Investment Committee, expressly disclaims beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.

5. 1,500 shares of Series A Preferred Stock reported herein were subject to an obligation to sell, which had no stated expiration date, of up to 1,500 shares of Series A Preferred Stock at a price equal to its $1,000 per share liquidation preference, as may be adjusted from time to time pursuant to the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock establishing the Series A Preferred Stock. On October 15, 2024, the Option was exercised by its holder at the liquidation preference of $1,000 per share.

	CD&R Channel Holdings, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec.	10/15/2024
	CD&R Investment Associates XII, Ltd.; By: /s/ Rima Simson, VP, Treas. and Sec.	10/15/2024
	CD&R Associates XII, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec.	10/15/2024
	** 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).
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