SEC FORM 4

SEC Form 4

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^*

Soucy Arthur L

(Last)

(First)

(Middle)

C/O HAYWARD HOLDINGS, INC.

400 CONNELL DRIVE, SUITE 6100

(Street)

BERKELEY HEIGHTS

07922

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hayward Holdings, Inc. [ HAYW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/11/2021		J⁽¹⁾		250	D	⁽¹⁾	0	D
Common Stock	03/11/2021		J⁽¹⁾		59,391	A	⁽¹⁾	59,391	D
Common Stock	03/11/2021		A		7,352⁽²⁾	A	$0.00	66,743	D
Common Stock	03/16/2021		P		5,550	A	$17	72,293	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$97.75	03/02/2021		J⁽³⁾			650⁽³⁾	⁽⁴⁾	08/04/2027	Class B Common Stock	650	⁽³⁾	0	D
Stock Options (Right to Buy)	$0.5	03/02/2021		J⁽³⁾		126,750⁽³⁾		⁽⁴⁾	08/04/2027	Common Stock	126,750	⁽³⁾	126,750	D

Explanation of Responses:

1. 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").

2. Represents restricted stock units granted to the Reporting Person under the Issuer's 2021 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive one share of Common Stock. The restricted stock units vest on the earlier of March 11, 2022 or the date of the first annual meeting of stockholders of the Issuer that follows the Issuer's initial public offering of its Common Stock, provided that the Reporting Person remains in continuous service with the Issuer through the vesting date.

3. Pursuant to a reclassification exempt under Rule 16b-7, each outstanding option to purchase shares of Class B common stock, par value $0.001 per share, 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.

4. The option vests as to 50% of the underlying shares of Common Stock in five equal installments, on each of August 4, 2018, August 4, 2019, August 4, 2020, August 4, 2021, and August 4, 2022. 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.

Remarks:

Exhibits 24.1 - Power of Attorney

	/s/ Michael Colicchio Name: Michael Colicchio Title: Vice President and Corporate Controller	03/16/2021
	** Signature of Reporting Person	Date
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