Sec Form 4 Filing - HEYMAN JOHN H @ Snap One Holdings Corp. - 2021-07-27

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 HEYMAN JOHN H 2. Issuer Name and Ticker or Trading Symbol Snap One Holdings Corp. [ SNPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SNAP ONE HOLDINGS CORP., 1800 CONTINENTAL BLVD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2021 (Street) CHARLOTTE, NC28273 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 07/27/2021 A( 1 ) 603,786 A 1,502,021 ( 2 ) D Common Stock 08/18/2021 S 27,777 D $ 16.875 ( 3 ) 1,474,244 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) $ 18 07/27/2021 A( 4 ) 1,227,344 ( 5 ) 10/23/2027 Common Stock 1,227,344 ( 4 ) 1,227,344 D Stock Options (Right to Buy) $ 18 07/27/2021 A( 4 ) 97,300 ( 6 ) 08/28/2029 Common Stock 97,300 ( 4 ) 97,300 D Stock Options (Right to Buy) $ 18 07/27/2021 A( 4 ) 68,728 ( 7 ) 09/30/2029 Common Stock 68,728 ( 4 ) 68,728 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEYMAN JOHN H C/O SNAP ONE HOLDINGS CORP. 1800 CONTINENTAL BLVD., SUITE 200 CHARLOTTE, NC28273 X Chief Executive Officer Signatures /s/ JD Ellis, Attorney-in-fact for John Heyman 08/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of restricted common stock received from the issuer in respect of unvested units held from three grants in Crackle Holdings L.P. prior to the consummation of the initial public offering of the issuer, of which (i) a portion will vest in equal installments on each October 23 and April 23 with a final vesting date of October 23, 2022, (ii) a portion will vest in equal installments on each August 1 and February 1 with a final vesting date of August 1, 2024 and (iii) a portion will vest subject to the satisfaction of certain performance-based vesting conditions on our prior to February 4, 2024. These securities were previously reported on the Form 3 filed by the Reporting Person. ( 2 )Includes shares received in a distribution from Crackle Holdings L.P. in respect of certain of the reporting person's previously held interests in Crackle Holdings L.P. ( 3 )On August 18, 2021, the underwriters of the initial public offering of the issuer exercised the over-allotment option in part. This amount represents the $18.00 public offering price per share of the Common Stock of the Issuer less the underwriting discount of $1.125 per share. ( 4 )Represents stock options received by the reporting person in respect of certain of the reporting person's previously held interests in Crackle Holdings L.P. These securities were previously reported on the Form 3 filed by the Reporting Person, although the Expiration Date on the Form 3 was incorrectly stated and has been corrected in the table above. ( 5 )Of these options, as of July 27, 2021, 722,488 are unvested options which will vest as follows: (i) 216,367 options will vest in equal installments on each October 23 and April 23 with a final vesting date of October 23, 2022 and (ii) 506,121 will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024. ( 6 )Of these options, as of July 27, 2021, 68,110 are unvested options which will vest in equal installments on each August 1 and February 1 with a final vesting date of August 1, 2024. ( 7 )Of these options, as of July 27, 2021, 68,728 are unvested options which will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024.

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).

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