0001104659-21-037269.txt : 20210316 0001104659-21-037269.hdr.sgml : 20210316 20210316181624 ACCESSION NUMBER: 0001104659-21-037269 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210302 FILED AS OF DATE: 20210316 DATE AS OF CHANGE: 20210316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOLLERAN KEVIN CENTRAL INDEX KEY: 0001851021 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40208 FILM NUMBER: 21747476 MAIL ADDRESS: STREET 1: 400 CONNELL DRIVE, SUITE 6100 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hayward Holdings, Inc. CENTRAL INDEX KEY: 0001834622 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 822060643 BUSINESS ADDRESS: STREET 1: 400 CONNELL DRIVE, SUITE 6100 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 908-354-5400 MAIL ADDRESS: STREET 1: 400 CONNELL DRIVE, SUITE 6100 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 4 1 tm219858-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-03-02 0 0001834622 Hayward Holdings, Inc. HAYW 0001851021 HOLLERAN KEVIN C/O HAYWARD HOLDINGS, INC. 400 CONNELL DRIVE, SUITE 6100 BERKELEY HEIGHTS NJ 07922 0 1 0 0 President and CEO Class A Common Stock 2021-03-11 4 J 0 1898.98 D 0 D Common Stock 2021-03-11 4 J 0 451135 A 451135 D Common Stock 2021-03-16 4 P 0 8000 17.00 A 459135 D Stock Options (Right to Buy) 272.92 2021-03-02 4 J 0 20000 D 2029-12-24 Class B Common Stock 20000 0 D Stock Options (Right to Buy) 1.40 2021-03-02 4 J 0 3900000 A 2029-12-24 Common Stock 3900000 3900000 D Stock Options (Right to Buy) 17.00 2021-03-11 4 A 0 607235 0.00 A 2031-03-11 Common Stock 607235 607235 D Pursuant to a reclassification exempt under Rule 16b-7, each share of Class A common stock, par value $0.001 per share, was converted into 237.5671 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"). Pursuant to a reclassification exempt under Rule 16b-7, each outstanding option to purchase shares of Class B Common Stock was reclassified into an outstanding option to purchase shares of Common Stock, and the number of shares of Common Stock underlying the option and the exercise price were adjusted in accordance with the Stock Split. The option shall vest as to 50% of the underlying shares of Common Stock in five equal installments, on each of August 12, 2020, August 12, 2021, August 12, 2022, August 12, 2023, and August 12, 2024. The option will vest as to 50% of the underlying shares of Common Stock in the event that the average closing trading price of the Common Stock over a ten-day trading period equals or exceeds $5.00. Represents options to purchase Common Stock granted to the Reporting Person under the Issuer's 2021 Equity Incentive Plan. The option vests as to the underlying shares of Common Stock in three equal installments, on each of March 11, 2022, March 11, 2023, and March 11, 2024. Exhibits 24.1 - Power of Attorney /s/ Michael Colicchio, attorney-in-fact 2021-03-16 EX-24.1 2 tm219858d2_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Michael Colicchio and Gregory A. Hardy, and each of them individually, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of Hayward Holdings, Inc. (the “Company”), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of February, 2021.

		/s/ Kevin Holleran
		Kevin Holleran

[Signature Page to Limited Power of Attorney]