Sec Form 4 Filing - WANG WILLIAM WEI @ Vizio Holding Corp. - 2023-07-01

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
WANG WILLIAM WEI
2. Issuer Name and Ticker or Trading Symbol
Vizio Holding Corp. [ VZIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O VIZIO HOLDING CORP., 39 TESLA
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2023
(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
Class A Common Stock 07/01/2023 C( 1 ) 634,185 A $ 0 0 ( 2 ) I See Footnote ( 3 )
Class A Common Stock 1,665,018 ( 4 ) 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
Class B Common Stock ( 5 ) 07/01/2023 C( 1 ) 634,185 ( 5 ) ( 5 ) Class A Common Stock 634,185 ( 6 ) $ 0 0 ( 2 ) I See Footnote ( 3 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 63,890,333 ( 6 ) 63,890,333 I See Footnote ( 7 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 5,712,871 ( 6 ) 5,712,871 I See Footnote ( 8 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 1,836,205 ( 6 ) 1,836,205 I See Footnote ( 9 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 4,741,044 ( 6 ) 4,741,044 I See Footnote ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WANG WILLIAM WEI
C/O VIZIO HOLDING CORP.
39 TESLA
IRVINE, CA92618
X X Chief Executive Officer
Signatures
/s/ Jerry Huang, under power of attorney 07/05/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective July 1, 2023, the Reporting Person's sister was appointed as trustee of the W. Wang 2021 GRAT, dated February 22, 2021 ("W. Wang 2021 GRAT"). Pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation, upon this change in trustee, each share of Class B Common Stock held by the W. Wang 2021 GRAT automatically converted into one share of Class A Common Stock (the "2021 GRAT Share Conversion")
( 2 )Following the 2021 GRAT Share Conversion, the Reporting Person no longer has beneficial ownership over the shares held by the W. Wang 2021 GRAT .
( 3 )These shares are held by the W. Wang 2021 GRAT, dated February 22, 2021, of which the Reporting Person's sister replaced the Reporting Person as Trustee.
( 4 )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.
( 5 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
( 6 )The number of shares held reflects: (i) the transfer on March 8, 2022 of 2,588,566 shares of Class B Common Stock from the 2021 W. Wang GRAT to the William W. Wang Separate Property Trust, (ii) the transfer on March 9, 2022 of 3,500,000 shares of Class B Common Stock from the William Wang Separate Property Trust to the 2022 W. Wang GRAT, dated March 8, 2022 (the "W. Wang 2022 GRAT"), (iii) the transfer on March 8, 2023 of 3,077,249 shares of Class B Common Stock from the W. Wang 2021 GRAT and 1,996,554 shares of Class B Common Stock from the W. Wang 2022 GRAT to the W. Wang 2023 GRAT, dated March 9, 2023 (the "W. Wang 2023 GRAT"), (iv) the transfer on March 13, 2023 of 332,759 shares of Class B Common Stock from the W. Wang 2023 GRAT to the W. Wang 2022 GRAT, and (v) the transfer on July 1, 2023 of 873,000 shares of Class B Common Stock from William Wang to the Wang Family Trust.
( 7 )These shares are held by The William W. Wang Separate Property Trust, of which the Reporting Person serves as Trustee.
( 8 )These shares are held by the Wang Family Trust, of which the Reporting Person and his spouse serve as Trustees.
( 9 )These shares are held by the W. Wang 2022 GRAT, of which the Reporting Person serves as Trustee.
( 10 )These shares are held by the W. Wang 2023 GRAT, of which the Reporting Person serves as Trustee.

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