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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

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. 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)
	See Remarks

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	91,980⁽¹⁾⁽²⁾	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)	⁽³⁾	10/08/2029	Class A Common Stock	360,000	$5.4	D
Employee Stock Option (Right to buy)	⁽⁴⁾	12/31/2030	Class A Common Stock	34,020	$8.55	D
Employee Stock Option (Right to buy)	⁽⁵⁾	12/31/2030	Class A Common Stock	360,000	$8.55	D

Explanation of Responses:

1. Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

2. Includes 72,000 shares 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 September 3, 2020 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 September 3, 2021 and the IPO; (iii) the later of September 3, 2022 and the IPO; and (iv) the later of September 3, 2023 and the IPO; provided, that the Reporting Person remains a service provider through each such date.

3. One-fourth of the shares subject to the option vest on September 3, 2020 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

4. One-fourth of the shares subject to the option vest on June 29, 2021 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

5. The shares subject to this option vest and become exercisable when both a performance-based requirement and a liquidity event requirement have been satisfied, provided that the Reporting Person remains a service provided upon the date of determination of satisfaction of such requirement. The performance-based requirement will be satisfied with respect to one-eighth of the shares subject to the option based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2021, 2022, 2023 and 2024. The liquidity event requirement will be satisfied on the expiration in full of a lock-up agreement entered into by the Reporting Person in connection with the Issuer's initial public offering of its Class A common stock.

Remarks:

Officer title: Chief Revenue Officer, Platform + 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.
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.