Sec Form 4 Filing - BUSBEE JEFF @ National Vision Holdings, Inc. - 2018-09-24

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 BUSBEE JEFF 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Chief HR Officer (Last) (First) (Middle) C/O NATIONAL VISION HOLDINGS, INC.,, 2435 COMMERCE AVENUE, BLDG. 2200 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2018 (Street) DULUTH, GA30096-4980 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/24/2018 M 36,771 A $ 4.27 98,864 D Common Stock 09/24/2018 S( 1 ) 36,771 D $ 42.4 62,093 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 (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 Stock Option (Right to Buy) $ 4.27 09/24/2018 M 36,771 ( 2 ) 03/13/2024 Common Stock 36,771 $ 4.27 63,755 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BUSBEE JEFF C/O NATIONAL VISION HOLDINGS, INC., 2435 COMMERCE AVENUE, BLDG. 2200 DULUTH, GA30096-4980 SVP, Chief HR Officer Signatures /s/ Jared Brandman, as Attorney-in-Fact 09/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on August 23, 2018 ( 2 )Of these 100,526 stock options, 78,556 are vested and the remaining 21,970 stock options will vest on March 13, 2019. An additional 98,867 stock options which remain subject to liquidity-event performance-based vesting conditions are not included in the table above.

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.
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