| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Snap One Holdings Corp. [ SNPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/27/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 07/27/2021 | A(1) | 93,312 | A | (1) | 236,859(2) | D | |||
| Common Stock | 08/18/2021 | S | 8,893 | D | $16.875(3) | 227,966 | 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 | ||||||||
| Stock Options (Right to Buy) | $18 | 07/27/2021 | A(4) | 202,451 | (5) | 10/23/2027 | Common Stock | 202,451 | (4) | 202,451 | D | ||||
| Stock Options (Right to Buy) | $18 | 07/27/2021 | A(4) | 45,278 | (6) | 12/01/2030 | Common Stock | 45,278 | (4) | 45,278 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of restricted common stock received from the issuer in respect of unvested units held from three grants in Crackle Holdings L.P. prior to the consummation of the initial public offering of the issuer, of which (i) a portion will vest in equal installments on each October 23 and April 23 with a final vesting date of October 23, 2022, (ii) a portion will vest in equal installments on each December 1 and June 1 with a final vesting date of December 1, 2025 and (iii) a portion will vest subject to the satisfaction of certain performance-based vesting conditions on our prior to February 4, 2024. These securities were previously reported on the Form 3 filed by the Reporting Person. |
| 2. Includes shares received in a distribution from Crackle Holdings L.P. in respect of certain of the reporting person's previously held interests in Crackle Holdings L.P. |
| 3. On August 18, 2021, the underwriters of the initial public offering of the issuer exercised the over-allotment option in part. This amount represents the $18.00 public offering price per share of the Common Stock of the Issuer less the underwriting discount of $1.125 per share. |
| 4. Represents stock options received by the reporting person in respect of certain of the reporting person's previously held interests in Crackle Holdings L.P. These securities were previously reported on the Form 3 filed by the Reporting Person, although the Expiration Date on the Form 3 was incorrectly stated and has been corrected in the table above. |
| 5. Of these options, as of July 27, 2021, 113,879 are unvested options which will vest as follows: (i) 37,960 options will vest in equal installments on each October 23 and April 23 with a final vesting date of October 23, 2022 and (ii) 75,919 will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024. |
| 6. Of these opions, as of July 27, 2021, 45,278 are unvested options which will vest 20% on December 1, 2021 and thereafter in equal installments on each June 1 and December 1 with a final vesting date of December 1, 2025. |
| /s/ JD Ellis, Attorney-in-fact for Galen Paul Hess | 08/20/2021 | |
| ** 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 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. | ||