Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Berkshire Partners Holdings LLC
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)
(Last)
(First)
(Middle)
200 CLARENDON STREET, 35TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2018
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/26/2018 S 331,961 ( 1 ) D $ 31.68 7,443,860 I By Berkshire Fund VI, Limited Partnership ( 2 ) ( 3 )
Common Stock 03/26/2018 S 4,313 ( 1 ) D $ 31.68 96,714 D ( 3 ) ( 4 )
Common Stock 03/26/2018 S 1,757 ( 1 ) D $ 31.68 39,394 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berkshire Partners Holdings LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA02116
X
Sixth Berkshire Associates LLC
200 CLARENDON STREET, 35TH FLOOR
BOSTON, MA02116
X
BERKSHIRE FUND VI, LTD PARTNERSHIP
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA02116
X
BPSP, L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA02116
X
Berkshire Partners LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA02116
X X
BERKSHIRE INVESTORS LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA02116
X
Berkshire Investors III LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA02116
X
Signatures
/s/ Kenneth S. Bring, Managing Director of Berkshire Partners Holdings LLC 03/28/2018
** Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Sixth Berkshire Associates LLC 03/28/2018
** Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Sixth Berkshire Associates LLC, the general partner of Berkshire Fund VI, Limited Partnership. 03/28/2018
** Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 03/28/2018
** Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P., the managing member of Berkshire Partners LLC 03/28/2018
** Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Berkshire Investors LLC 03/28/2018
** Signature of Reporting Person Date
/s/ Kenneth S. Bring, Managing Director of Berkshire Investors III LLC 03/28/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with 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 and KKR Capital Markets LLC pursuant to underwriting agreement and final prospectus, each dated March 14, 2018, and the exercise of the underwriters' over-allotment option (the "Over-Allotment Option"), Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 331,961; 4,313 and 1,757 shares of Common Stock, respectively. The Over-Allotment Option closed on March 26, 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.

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).

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