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 *

Watts Claudius E. IV
2. Issuer Name and Ticker or Trading Symbol

CommScope Holding Company, Inc. [ COMM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O COMMSCOPE HOLDING COMPANY, INC., 1100 COMMSCOPE PLACE, SE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2022
(Street)

HICKORY, NC 28602
(City)        (State)        (Zip)
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

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 4/1/2022  M(1)  44000 A$0.00 544030 (2)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
Performance Share Units $0.00 4/1/2022  M (1)    44000   (3)10/1/2024 Common Stock 44000 $0.00 154000 D  

Explanation of Responses:
(1) On October 1, 2020, the reporting person was granted 220,000 performance share units, which vest upon the achievement of certain hurdles relating to the issuer's stock price ranging from a low of $15 to a high of $40, and the reporting person's continued employment with the issuer, over the four-year period from 10/01/2020 to 10/01/2024. On July 27, 2021, the $20.00 stock price hurdle was achieved and, on April 1, 2022, the continued employment requirement was met, resulting in vesting of 44,000 performance share units. The reporting person declined the opportunity to have shares withheld to cover taxes incurred in connection with the vesting of the performance share units and, instead, personally paid the required tax obligation in cash.
(2) As previously reported, includes (a) 66,667 restricted stock units that were granted on 10/01/2020 and will vest ratably on 10/01/2022 and 10/01/2023, and (b) 78,400 restricted stock units that were granted on 03/01/2022 and will vest ratably on 06/01/2023, 06/01/2024 and 06/01/2025, each subject to the reporting person's continued employment with the issuer.
(3) Each performance share unit reflects the right to receive one share of common stock. The performance share units vest upon the achievement of certain hurdles relating to the issuer's stock price ranging from a low of $15 to a high of $40, and the reporting person's continued employment with the issuer, over the four-year period from 10/01/2020 to 10/01/2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Watts Claudius E. IV
C/O COMMSCOPE HOLDING COMPANY, INC.
1100 COMMSCOPE PLACE, SE
HICKORY, NC 28602
X



Signatures
/s/Michael D. Coppin, under a Power of Attorney4/5/2022
**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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