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*
Berkshire Partners Holdings LLC

(Last) (First) (Middle)
200 CLARENDON STREET
35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
National Vision Holdings, Inc. [ EYE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/30/2018 S 2,633,406(1) D $38.2594 4,810,454 I By Berkshire Fund VI, Limited Partnership(2)(3)
Common Stock 07/30/2018 S 34,215(1) D $38.2594 62,499 D(3)(4)
Common Stock 07/30/2018 S 13,936(1) D $38.2594 25,458 D(3)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Berkshire Partners Holdings LLC

(Last) (First) (Middle)
200 CLARENDON STREET
35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sixth Berkshire Associates LLC

(Last) (First) (Middle)
200 CLARENDON STREET, 35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BERKSHIRE FUND VI, LTD PARTNERSHIP

(Last) (First) (Middle)
200 CLARENDON STREET
35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BPSP, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET
35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Berkshire Partners LLC

(Last) (First) (Middle)
200 CLARENDON STREET
35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BERKSHIRE INVESTORS LLC

(Last) (First) (Middle)
200 CLARENDON STREET
35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Berkshire Investors III LLC

(Last) (First) (Middle)
200 CLARENDON STREET
35TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by certain selling shareholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, KKR Capital Markets LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Guggenheim Securities, LLC, Mizuho Securities USA LLC and Macquarie Capital (USA) Inc. pursuant to an underwriting agreement and final prospectus supplement, each dated July 25, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 2,633,406, 34,215 and 13,936 shares of Common Stock, respectively, at $38.2594 per share. The Secondary Offering closed on July 30, 2018.
2. Represents shares held by Berkshire Fund VI, Limited Partnership ("Fund VI"). Sixth Berkshire Associates LLC ("6BA") is the general partner of Fund VI, and Berkshire Partners LLC ("Berkshire Partners") is the investment adviser to Fund VI. Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of Berkshire Partners. As a result, each of BPH, BPSP, Berkshire Partners and 6BA may be deemed to indirectly beneficially own the shares held by Fund VI. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Fund VI, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
3. BPH, BPSP, Berkshire Partners, Fund VI, 6BA, Berkshire Investors LLC ("Berkshire Investors") and Berkshire Investors III LLC ("Berkshire Investors III") may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act although they do not admit to being part of a group nor have they agreed to act as part of a group.
4. Represents shares held by Berkshire Investors.
5. Represents shares held by Berkshire Investors III.
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC 08/01/2018
/s/ Sharlyn C. Heslam, Managing Director of Sixth Berkshire Associates LLC 08/01/2018
/s/ Sharlyn C. Heslam, Managing Director of Sixth Berkshire Associates LLC, the general partner of Berkshire Fund VI, Limited Partnership. 08/01/2018
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 08/01/2018
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P., the managing member of Berkshire Partners LLC 08/01/2018
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors LLC 08/01/2018
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors III LLC 08/01/2018
** 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).
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