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^*

O'Donnell Michael Joseph

(Last)

(First)

(Middle)

C/O VIZIO HOLDING CORP.

39 TESLA

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vizio Holding Corp. [ VZIO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2024

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 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)
Class A Common Stock	12/03/2024		D		150,611	D	⁽¹⁾	451,753⁽²⁾	D
Class A Common Stock	12/03/2024		D		451,753⁽²⁾	D	⁽³⁾	0	D

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)
Employee Stock Option (Right to buy)	$5.4	12/03/2024		D			360,000	⁽⁴⁾	10/08/2029	Class A Common Stock	360,000	⁽⁴⁾	0	D
Employee Stock Option (Right to buy)	$8.55	12/03/2024		D			34,020	⁽⁴⁾	12/31/2030	Class A Common Stock	34,020	⁽⁴⁾	0	D
Employee Stock Option (Right to buy)	$8.55	12/03/2024		D			270,000	⁽³⁾⁽⁵⁾	12/31/2030	Class A Common Stock	270,000	⁽³⁾⁽⁵⁾	0	D
Employee Stock Option (Right to buy)	$8.6	12/03/2024		D			198,416	⁽³⁾⁽⁶⁾	05/22/2032	Class A Common Stock	198,416	⁽³⁾⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated February 19, 2024, by and among the Issuer, Walmart Inc., a Delaware corporation ("Parent"), and Vista Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on December 3, 2024 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the shares of Class A Common Stock reported on this Form 4 were cancelled and converted into the right to receive $11.50 in cash per share without interest (the "Merger Consideration"), subject to applicable withholding taxes and the terms and conditions of the Merger Agreement.

2. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer. On the Closing Date, all of the RSUs were unvested. Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested RSU was cancelled for no consideration. However, the unvested RSUs constitute Cancelled Issuer Awards (as defined below).

3. Pursuant to the Merger Agreement, on or promptly after the Closing Date, except as otherwise provided in the Merger Agreement, Parent will grant to each continuing employee who held an Issuer option or Issuer RSU award that was canceled for no consideration (collectively, the "Cancelled Issuer Awards") an award of Parent restricted stock units, each with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) equal to the product of (1) the total number of shares of the Issuer's Class A Common Stock covered by the corresponding Cancelled Issuer Award, multiplied by (2) the excess of (i) $11.50 over (ii) the per share exercise price of such Cancelled Issuer Award, if any, on the terms and subject to the conditions set forth in the Merger Agreement and any agreement between Parent and such employee.

4. This option was fully vested on the Closing Date. At the effective time of the Merger, this option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of shares covered by the option as of immediately prior to the effective time of the Merger.

5. On the Closing Date, 180,000 shares subject to this option were vested and 90,000 of the shares subject to this option remained unvested. At the effective time of the Merger, the vested portion of the option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the 180,000 shares covered by such portion of the option. At the effective time of the Merger, the unvested portion of the option was cancelled for no consideration pursuant to the Merger Agreement, but such portion of the option constitutes a Cancelled Issuer Award.

6. On the Closing Date, 99,208 shares subject to this option were vested and 99,208 of the shares subject to this option remained unvested. At the effective time of the Merger, the vested portion of the option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the 99,208 shares covered by such portion of the option. At the effective time of the Merger, the unvested portion of the option was cancelled for no consideration pursuant to the Merger Agreement, but such portion of the option constitutes a Cancelled Issuer Award.

Remarks:

Officer Title: Chief Revenue/Strategic Growth Officer. The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

	/s/ Jerry Huang, under power of attorney	12/03/2024
	** 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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