SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BAXTER WILLIAM T

(Last)

(First)

(Middle)

C/O VIZIO HOLDING CORP.

39 TESLA

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	454,500⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to buy)	⁽²⁾	05/21/2025	Class A Common Stock	90,000	$2	D
Employee Stock Option (Right to buy)	⁽³⁾	12/29/2027	Class A Common Stock	1,363,500	$2.89	D

Explanation of Responses:

1. The shares are subject to a restricted stock award, pursuant to which one-fourth of the shares subject to the award will vest on (i) the later of May 7, 2018 and the date on which the Issuer has made its initial public offering of its Class A common stock pursuant to a registration statement filed with, and declared effective by, the Securities Exchange Commission (the "IPO"); (ii) the later of May 7, 2019 and the IPO; (iii) the later of May 7, 2020 and the IPO; and (iv) the later of May 7, 2021 and the IPO; provided, that the Reporting Person remains a service provider through each such date.

2. All of the shares subject to this are fully vested and exercisable as of the date hereof.

3. One-fourth of the shares subject to the option vest on May 7, 2018 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Scott Becker, under power of attorney	03/24/2021
	** 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 5 (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.
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