Sec Form 4 Filing - ROETKEN RICK @ Hayward Holdings, Inc. - 2021-01-12

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
ROETKEN RICK
2. Issuer Name and Ticker or Trading Symbol
Hayward Holdings, Inc. [ HAYW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, North America
(Last) (First) (Middle)
C/O HAYWARD HOLDINGS, INC., 400 CONNELL DRIVE, SUITE 6100
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2021
(Street)
BERKELEY HEIGHTS, NJ07922
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
Class A Common Stock 03/11/2021 J( 1 ) 200 D 0 D
Common Stock 03/11/2021 J( 1 ) 47,513 A 47,513 D
Common Stock 03/16/2021 P 1,500 A $ 17 49,013 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 Options (Right to Buy) $ 703.93 01/12/2021 A 1,000 ( 2 ) ( 3 ) 01/12/2031 Class B Common Stock 1,000 $ 0 1,000 D
Stock Options (Right to Buy) $ 703.93 03/02/2021 J( 4 ) 1,000 ( 4 ) ( 3 ) 01/12/2031 Class B Common Stock 1,000 ( 4 ) 0 D
Stock Options (Right to Buy) $ 3.61 03/02/2021 J( 4 ) 195,000 ( 4 ) ( 3 ) 01/12/2031 Common Stock 195,000 ( 4 ) 195,000 D
Stock Options (Right to Buy) $ 97.5 03/02/2021 J( 4 ) 6,000 ( 4 ) ( 5 ) 08/27/2028 Class B Common Stock 6,000 ( 4 ) 0 D
Stock Options (Right to Buy) $ 0.5 03/02/2021 J( 4 ) 1,170,000 ( 4 ) ( 5 ) 08/27/2028 Common Stock 1,170,000 ( 4 ) 1,170,000 D
Stock Options (Right to Buy) $ 17 03/11/2021 A 121,760 ( 6 ) ( 7 ) 03/11/2031 Common Stock 121,760 $ 0 121,760 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROETKEN RICK
C/O HAYWARD HOLDINGS, INC.
400 CONNELL DRIVE, SUITE 6100
BERKELEY HEIGHTS, NJ07922
President, North America
Signatures
/s/ Michael Colicchio, attorney-in-fact Name: Michael Colicchio Title: Vice President and Corporate Controller 03/16/2021
Signature of Reporting Person Date
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 common stock, par value $0.001 per share ("Common Stock").
( 2 )Represents options to purchase Common Stock granted to the Reporting Person under the Issuer's 2017 Equity Incentive Plan.
( 3 )The option vests as to 50% of the underlying shares of Common Stock in five equal installments, on each of August 28, 2021, August 28, 2022, August 28, 2023, August 28, 2024, and August 28, 2025. 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.
( 4 )Pursuant to a reclassification exempt under Rule 16b-7, each outstanding option to purchase shares of Class B Common Stock 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.
( 5 )The option vests as to 50% of the underlying shares of Common Stock, in five equal installments, on each of August 27, 2019, August 27, 2020, August 27, 2021, August 27, 2022, and August 27, 2023. 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.
( 6 )Represents options to purchase Common Stock granted to the Reporting Person under the Issuer's 2021 Equity Incentive Plan.
( 7 )The option vests as to the underlying shares of Common Stock in three equal installments, on each of March 11, 2022, March 11, 2023, and March 11, 2024

Remarks:
Exhibits 24.1 - Power of Attorney

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