SEC Form SC 13G/A filed by VIZIO Holding Corp. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VIZIO HOLDING CORP.
Name of Issuer
Class A Common Stock, $0.0001 par value
Title of Class of Securities
92858V 10 1
CUSIP Number
July 21, 2023
Date of Event That Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92858V 10 1 | 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON: V-TW Holdings, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 61-1863576 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
5,801,847 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
5,801,847 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,847 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.89% | ||
| 12 | TYPE OF REPORTING PERSON
OO | ||
| CUSIP No. 92858V 10 1 | 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON: Avalon Capital Group II, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 81-4598761 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
5,801,847 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
5,801,847 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,847 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.89% | ||
| 12 | TYPE OF REPORTING PERSON
OO | ||
| CUSIP No. 92858V 10 1 | 13G | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSON: Theodore W. Waitt I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
5,801,847 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
5,801,847 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,847 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.89% | ||
| 12 | TYPE OF REPORTING PERSON
IN | ||
Page 5 of 7 Pages
| Item 1. | Issuer Information. |
| (a) | Name of Issuer |
VIZIO Holding Corp. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices |
39 Tesla
Irvine, CA 92618
| Item 2. | Filing Person Information. |
| (a) | Name of Person Filing. |
This statement is filed by V-TW Holdings, LLC, a Delaware limited liability company (“V-TW Holdings”), Avalon Capital Group II, LLC, a Delaware limited liability company (“Avalon II”) and Theodore W. Waitt. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Avalon II is the sole manager of V-TW Holdings. Mr. Waitt is the controlling person of Avalon II. By virtue of these relationships, Avalon II may be deemed to beneficially own the shares of the Issuer owned by V-TW Holdings and Mr. Wait may be deemed to beneficially own the shares of the Issuer owned by each of Avalon II and V-TW Holdings.
| (b) | Address of Principal Business Office or, if none, Residence. |
See (c) below
| (c) | Citizenship. |
V-TW Holdings, LLC
801 River Drive
North Sioux City, SD 57049
Delaware limited liability company
Avalon Capital Group II, LLC
801 River Drive
North Sioux City, SD 57049
Delaware limited liability company
Theodore W. Waitt
801 River Drive
North Sioux City, SD 57049
United States citizen
| (d) | Title of Class of Securities. Class A Common Stock |
| (e) | CUSIP Number. 92858V 10 1 |
Page 6 of 7 Pages
| Item 3. | Statement Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c). |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: As of July 21, 2023, V-TW Holdings held 5,801,847 shares of the Issuer’s Class A Common Stock. By virtue of the relationships described above, each of the Reporting Persons may be deemed to be the beneficial owner of the 5,801,847 shares held by V-TW Holdings. |
| (b) | Percent of Class: 4.89% based on 118,658,330 shares of the Issuer’s Class A Common Stock outstanding as of May 5, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. |
| (c) | The Reporting Persons have the power to vote or dispose of the Issuers’ shares as follows: |
| (i) | Sole power to vote or to direct the vote: 5,801,847 shares |
| (ii) | Shared power to vote or to direct the vote: 0 shares |
| (iii) | Sole power to dispose or to direct the disposition of: 5,801,847 shares |
| (iv) | Shared power to dispose or to direct the disposition of: 0 shares |
| Item 5. | Ownership of Five Percent or less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Reported on by the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Page 7 of 7 Pages
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: August 4, 2023 | V-TW HOLDINGS, LLC | |
| By: | AVALON CAPITAL GROUP II, LLC, | |
| Its Manager | ||
| By: | /s/ David Stoos | |
| Name: | David Stoos | |
| Its: | Secretary | |
| AVALON CAPITAL GROUP II, LLC | ||
| By: | /s/ David Stoos | |
| Name: | David Stoos | |
| Its: | Secretary | |
| /s Theodore W. Waitt | ||
| Theodore W. Waitt | ||