CD&R Channel Holdings II, L.P. 3
3 · RESIDEO TECHNOLOGIES, INC. · Filed Nov 18, 2024
Insider Transaction Report
Form 3
CD&R Channel Holdings II, L.P.
10% Owner
Holdings
- (indirect: See Footnote)
Series A Cumulative Convertible Participating Preferred
Exercise: $26.92→ Common Stock (18,517,830 underlying)
Footnotes (4)
- [F1]The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Resideo Technologies, Inc. (the "Issuer") is convertible at any time at the option of the holder and has no expiration date.
- [F2]The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Issuer's common stock (the "common stock") if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis.
- [F3]The Series A Preferred Stock is convertible into shares of the Issuer's common stock at an initial conversion price per share of $26.92, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event.
- [F4]CD&R Channel Holdings, L.P. directly owns the reported shares of Series A Preferred Stock and is wholly-owned by CD&R Channel Holdings II, L.P. CD&R Channel Holdings II, L.P. expressly disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.