Statement of Changes in Beneficial Ownership (4)
March 06 2023 - 4:48PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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FAHS L READE |
2. Issuer Name and Ticker or Trading Symbol
National Vision Holdings, Inc.
[
EYE
]
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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 NATIONAL VISION HOLDINGS, INC.,, 2435 COMMERCE AVENUE, BLDG. 2200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2023 |
(Street)
DULUTH, GA 30096-4980
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/2/2023 | | M | | 14217 | A | $0 (1) | 528394 | D | |
Common Stock | 3/2/2023 | | F | | 6412 | D | (2) | 521982 | D | |
Common Stock | 3/2/2023 | | M | | 34947 (3) | A | $0 (4) | 556929 | D | |
Common Stock | 3/2/2023 | | F | | 15762 | D | (5) | 541167 | D | |
Common Stock | | | | | | | | 363430 | I | Held by Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Restricted Stock Units | (1) | 3/2/2023 | | M | | | 14217 | (6) | (6) | Common Stock | 14217.0 | $0 | 38472 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of NVHI common stock. |
(2) | On March 2, 2023, 14,217 restricted stock units vested and 6,412 shares of the Company's common stock were withheld to satisfy tax withholding obligations. The closing price on March 2, 2023 of the Company's common stock on NASDAQ was $22.88 per share. |
(3) | Represents shares earned by the reporting person pursuant to certain performance restricted stock units (the "PSUs"), which were granted to the reporting person on February 28, 2020. The PSUs were earned based on the attainment of certain performance metrics, which performance metrics were certified by the Compensation Committee of the Board of Directors of the Company on March 2, 2023. |
(4) | Each performance restricted stock unit represents a right to receive one share of NVHI common stock. |
(5) | On March 2, 2023, 34,947 PSUs vested and 15,762 shares of the Company's common stock were withheld to satisfy tax withholding obligations. The closing price on March 2, 2023 of the Company's common stock on NASDAQ was $22.88 per share. |
(6) | On March 2, 2022, the reporting person was granted 14,217 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FAHS L READE C/O NATIONAL VISION HOLDINGS, INC., 2435 COMMERCE AVENUE, BLDG. 2200 DULUTH, GA 30096-4980 | X |
| Chief Executive Officer |
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Signatures
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/s/ Jared Brandman, as Attorney-in-Fact | | 3/6/2023 |
**Signature of Reporting Person | Date |
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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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