Sec Form 4 Filing - O'Donnell Michael Joseph @ Vizio Holding Corp. - 2023-01-26

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 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) 01/26/2023 (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

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) $ 13.51 01/26/2023 A 30,000 ( 1 ) 03/01/2032 Class A Common Stock 30,000 $ 0 30,000 D Employee Stock Option (Right to buy) $ 8.55 01/26/2023 A 45,000 ( 2 ) 12/31/2030 Class A Common Stock 45,000 $ 0 135,000 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/ Jerry Huang, under power of attorney 04/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 1, 2022, the Reporting Person was granted a performance-based stock option to purchase 240,000 shares (the "2022 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024 and 2025. On January 26, 2023, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2022, resulting in the vesting of 30,000 of the 60,000 shares subject to the 2022 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2022. ( 2 )The Reporting Person's Form 3, filed March 24, 2021, reported a 360,000 share performance-based stock option (the "2020 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2021, 2022, 2023 and 2024. On January 26, 2023, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2022, resulting in the vesting of 45,000 of the 90,000 shares subject to the 2020 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2022.

Remarks: Officer Title: Chief Revenue/Strategic Growth Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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