Sec Form 3 Filing - O'Donnell Michael Joseph @ Vizio Holding Corp. - 2021-03-24

FORM 3 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 O'Donnell Michael Joseph 2. Issuer Name and Ticker or Trading Symbol Vizio Holding Corp. [ VZIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O VIZIO HOLDING CORP., 39 TESLA 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2021 (Street) IRVINE, CA92618 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 91,980 ( 1 ) ( 2 ) 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 Employee Stock Option (Right to buy) $ 5.4 ( 3 ) 10/08/2029 Class A Common Stock 360,000 D Employee Stock Option (Right to buy) $ 8.55 ( 4 ) 12/31/2030 Class A Common Stock 34,020 D Employee Stock Option (Right to buy) $ 8.55 ( 5 ) 12/31/2030 Class A Common Stock 360,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Donnell Michael Joseph C/O VIZIO HOLDING CORP. 39 TESLA IRVINE, CA92618 See Remarks Signatures /s/ Scott Becker, under power of attorney 03/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Certain of these securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU. ( 2 )Includes 72,000 shares subject to a restricted stock award, pursuant to which one-fourth of the shares subject to the award will vest on (i) the later of September 3, 2020 and the date on which the Issuer has made its initial public offering of its Class A common stock pursuant to a registration statement filed with, and declared effective by, the Securities Exchange Commission (the "IPO"); (ii) the later of September 3, 2021 and the IPO; (iii) the later of September 3, 2022 and the IPO; and (iv) the later of September 3, 2023 and the IPO; provided, that the Reporting Person remains a service provider through each such date. ( 3 )One-fourth of the shares subject to the option vest on September 3, 2020 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. ( 4 )One-fourth of the shares subject to the option vest on June 29, 2021 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. ( 5 )The shares subject to this option vest and become exercisable when both a performance-based requirement and a liquidity event requirement have been satisfied, provided that the Reporting Person remains a service provided upon the date of determination of satisfaction of such requirement. The performance-based requirement will be satisfied with respect to one-eighth of the shares subject to the option based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2021, 2022, 2023 and 2024. The liquidity event requirement will be satisfied on the expiration in full of a lock-up agreement entered into by the Reporting Person in connection with the Issuer's initial public offering of its Class A common stock.

Remarks: Officer title: Chief Revenue Officer, Platform +Exhibit 24 - Power of Attorney

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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