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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

VanDette Joseph		 2. Issuer Name and Ticker or Trading Symbol

National Vision Holdings, Inc. [ EYE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Chief Marketing Officer
(Last)          (First)          (Middle)

C/O NATIONAL VISION HOLDINGS, INC., 2435 COMMERCE AVENUE, BLDG 2200		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/11/2023
(Street)

DULUTH, GA 30096		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/11/2023  M  1156 A$0 (1)1156 D  
Common Stock 4/11/2023  F  410 D$0 (2)746 D  
Common Stock 4/11/2023  M  1830 A$0 (1)2576 D  
Common Stock 4/11/2023  F  648 D$0 (3)1928 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)4/11/2023  M     1156   (4) (4)Common Stock 1156.0 $0 25697 D  
Restricted Stock Units  (1)4/11/2023  M     1830   (5) (5)Common Stock 1830.0 $0 23867 D  
Explanation of Responses:
(1) Each restricted stock unit represents a contingent right to receive one share of NVHI common stock.
(2) On April 11, 2023, 1,156 restricted stock units vested and 410 shares of the Company's stock were withheld to satisfy tax withholding obligations. The closing price on April 11, 2023 of the Company's common stock on NASDAQ was $20.30 per share.
(3) On April 11, 2023, 1,830 restricted stock units vested and 648 shares of the Company's stock were withheld to satisfy tax withholding obligations. The closing price on April 11, 2023 of the Company's common stock on NASDAQ was $20.30 per share.
(4) On April 11, 2022, the reporting person was granted 2,312 restricted stock units, vesting in two equal installments beginning on the first anniversary of the grant date.
(5) On April 11, 2022, the reporting person was granted 5,491 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
VanDette Joseph
C/O NATIONAL VISION HOLDINGS, INC.
2435 COMMERCE AVENUE, BLDG 2200
DULUTH, GA 30096

SVP, Chief Marketing Officer
Signatures
/s/ Jared Brandman, Attorney-in-Fact4/13/2023
**Signature of Reporting PersonDate
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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