Chief Executive Officer Wang William Wei returned 2,281,744 shares to the company, closing all direct ownership in the company (SEC Form 4)
$VZIO
Consumer Electronics/Appliances
Consumer Staples
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vizio Holding Corp. [ VZIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 12/03/2024 | D | 991,897 | D | (1) | 1,289,247(2) | D | |||
| Class A Common Stock | 12/03/2024 | D | 1,289,847(2) | D | (3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 12/03/2024 | D | 66,934,082 | (1) | (1) | Class A Common Stock | 66,934,082 | (1) | 0 | I | See footnote(4) | |||
| Class B Common Stock | (1) | 12/03/2024 | D | 5,712,871 | (1) | (1) | Class A Common Stock | 5,712,871 | (1) | 0 | I | See footnote(5) | |||
| Class B Common Stock | (1) | 12/03/2024 | D | 2,628,721 | (1) | (1) | Class A Common Stock | 2,628,721 | (1) | 0 | I | See footnote(6) | |||
| Employee Stock Option (Right to buy) | $8.6 | 12/03/2024 | D | 1,025,136 | (3)(7) | 05/22/2032 | Class A Common Stock | 1,025,136 | (3)(7) | 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 and Class B 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. These shares are held by the William W. Wang Separate Property Trust, of which the Reporting Person serves as Trustee. |
| 5. These shares are held by the Wang Family Trust, of which the Reporting Person and his spouse serve as Trustees. |
| 6. These shares are held by the W. Wang 2023 GRAT, of which the Reporting Person serves as Trustee. |
| 7. On the Closing Date, 512,568 shares subject to this option were vested and 512,568 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 512,568 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: |
| 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). | ||
| 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. | ||