SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

WANG WILLIAM WEI

(Last)

(First)

(Middle)

C/O VIZIO HOLDING CORP.

39 TESLA

(Street)

IRVINE

92618

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/27/2021		C⁽¹⁾⁽²⁾		4,543,425	A	$0.00	0⁽³⁾	I	See Footnote⁽⁴⁾
Class A Common Stock	08/27/2021		C⁽¹⁾⁽²⁾		4,543,425	A	$0.00	0⁽³⁾	I	See Footnote⁽⁵⁾
Class A Common Stock	08/27/2021		C⁽¹⁾⁽²⁾		2,548,627	A	$0.00	0⁽³⁾	I	See Footnote⁽⁶⁾
Class A Common Stock	08/27/2021		C⁽¹⁾⁽²⁾		2,548,627	A	$0.00	0⁽³⁾	I	See Footnote⁽⁷⁾
Class A Common Stock	08/27/2021		C⁽¹⁾⁽²⁾		3,955,644	A	$0.00	0⁽³⁾	I	See Footnote⁽⁸⁾
Class A Common Stock	08/27/2021		C⁽¹⁾⁽²⁾		3,336,957	A	$0.00	0⁽³⁾	I	See Footnote⁽⁹⁾
Class A Common Stock								1,076,482⁽¹⁰⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹¹⁾	08/27/2021		C⁽¹⁾⁽²⁾			4,543,425	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	4,543,425	$0.00	0	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽¹¹⁾	08/27/2021		C⁽¹⁾⁽²⁾			4,543,425	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	4,543,425	$0.00	0	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽¹¹⁾	08/27/2021		C⁽¹⁾⁽²⁾			2,548,627	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,548,627⁽¹²⁾	$0.00	0	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹¹⁾	08/27/2021		C⁽¹⁾⁽²⁾			2,548,627	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,548,627⁽¹³⁾	$0.00	0	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽¹¹⁾	08/27/2021		C⁽¹⁾⁽²⁾			3,955,644	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	3,955,644	$0.00	0	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽¹¹⁾	08/27/2021		C⁽¹⁾⁽²⁾			3,336,957	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	3,336,957	$0.00	0	I	See Footnote⁽⁹⁾
Class B Common Stock	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	4,839,871⁽¹⁴⁾		4,839,871	I	See Footnote⁽¹⁵⁾
Class B Common Stock	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	873,000		873,000	D
Class B Common Stock	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	64,801,767		64,801,767	I	See Footnote⁽¹⁶⁾
Class B Common Stock	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	6,300,000		6,300,000	I	See Footnote⁽¹⁷⁾

Explanation of Responses:

1. This transaction is part of a related series of transactions undertaken on August 27, 2021 for estate planning purposes. Effective August 27, 2021, the Reporting Person's sister was appointed as trustee of the 2015 S. Wang GRAT, the 2015 W. Wang GRAT, and the Wang Insurance Trust #2 (collectively, the "2015 GRATs and Insurance Trust #2"). The voting agreement pursuant to which the Reporting Person exercised voting control over shares of Class B Common Stock held by the 2015 GRATs and Insurance Trust #2, and the Wang Insurance Trust, the 2009 S. Wang GRAT, and the 2009 W. Wang GRAT (collectively with the 2015 GRATs and Insurance Trust #2, the "Wang Trusts") was amended to remove such voting control (the "Voting Agreement Amendment").

2. (Continued from Footnote 1) Pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation, as a result of the Voting Agreement Amendment, each share of Class B Common Stock held by the Wang Trusts automatically converted into one share of Class A Common Stock (the "Wang Trusts Share Conversion").

3. Following the Wang Trusts Share Conversion, the Reporting Person no longer has beneficial ownership over the shares held by the Wang Trusts.

4. These shares are held by the 2009 S. Wang GRAT, of which the Reporting Person's sister serves as Trustee.

5. These shares are held by the 2009 W. Wang GRAT, of which the Reporting Person's sister serves as Trustee.

6. These shares are held by the 2015 S. Wang GRAT, of which the Reporting Person's sister replaced the Reporting Person's spouse as Trustee (the "2015 S. Wang GRAT").

7. These shares are held by the 2015 W. Wang GRAT, of which the Reporting Person's sister replaced the Reporting Person as Trustee (the "2015 W. Wang GRAT").

8. These shares are held by the Wang Insurance Trust, of which the Reporting Person's sister serves as Trustee.

9. These shares are held by the Wang Insurance Trust #2, of which the Reporting Person's sister replaced the Reporting Person's spouse as Trustee.

10. 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.

11. 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.

12. The number of shares held reflects the transfer, on April 8, 2021, of 14,978 shares of Class B Common Stock by the 2015 S. Wang GRAT to the Wang Family Trust, of which the Reporting Person and his spouse serve as Trustees (the "Wang Family Trust").

13. The number of shares held reflects the transfer, on April 8, 2021, of 14,978 shares of Class B Common Stock by the 2015 W. Wang GRAT to the Wang Family Trust.

14. The number of shares held reflects the transfer, on April 8, 2021, of an aggregate of 29,956 shares of Class B Common Stock by the 2015 S. Wang GRAT and the 2015 W. Wang GRAT to the Wang Family Trust.

15. These shares are held by the Wang Family Trust.

16. These shares are held by The William W. Wang Separate Property Trust, of which the Reporting Person serves as Trustee.

17. These shares are held by the W. Wang 2021 GRAT, dated February 22, 2021, of which the Reporting Person serves as Trustee.

Remarks:

	/s/ Scott Becker, under power of attorney	08/27/2021
	** 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).
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