4//SEC Filing
O'Donnell Michael Joseph 4
Accession 0000950170-24-132497
CIK 0001835591other
Filed
Dec 2, 7:00 PM ET
Accepted
Dec 3, 10:06 AM ET
Size
18.7 KB
Accession
0000950170-24-132497
Insider Transaction Report
Form 4
O'Donnell Michael Joseph
See Remarks
Transactions
- Disposition to Issuer
Employee Stock Option (Right to buy)
2024-12-03−198,416→ 0 totalExercise: $8.60Exp: 2032-05-22→ Class A Common Stock (198,416 underlying) - Disposition to Issuer
Class A Common Stock
2024-12-03−451,753→ 0 total - Disposition to Issuer
Employee Stock Option (Right to buy)
2024-12-03−34,020→ 0 totalExercise: $8.55Exp: 2030-12-31→ Class A Common Stock (34,020 underlying) - Disposition to Issuer
Class A Common Stock
2024-12-03−150,611→ 451,753 total - Disposition to Issuer
Employee Stock Option (Right to buy)
2024-12-03−360,000→ 0 totalExercise: $5.40Exp: 2029-10-08→ Class A Common Stock (360,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2024-12-03−270,000→ 0 totalExercise: $8.55Exp: 2030-12-31→ Class A Common Stock (270,000 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated February 19, 2024, by and among the Issuer, Walmart Inc., a Delaware corporation ("Parent"), and Vista Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on December 3, 2024 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the shares of Class A Common Stock reported on this Form 4 were cancelled and converted into the right to receive $11.50 in cash per share without interest (the "Merger Consideration"), subject to applicable withholding taxes and the terms and conditions of the Merger Agreement.
- [F2]These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer. On the Closing Date, all of the RSUs were unvested. Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested RSU was cancelled for no consideration. However, the unvested RSUs constitute Cancelled Issuer Awards (as defined below).
- [F3]Pursuant to the Merger Agreement, on or promptly after the Closing Date, except as otherwise provided in the Merger Agreement, Parent will grant to each continuing employee who held an Issuer option or Issuer RSU award that was canceled for no consideration (collectively, the "Cancelled Issuer Awards") an award of Parent restricted stock units, each with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) equal to the product of (1) the total number of shares of the Issuer's Class A Common Stock covered by the corresponding Cancelled Issuer Award, multiplied by (2) the excess of (i) $11.50 over (ii) the per share exercise price of such Cancelled Issuer Award, if any, on the terms and subject to the conditions set forth in the Merger Agreement and any agreement between Parent and such employee.
- [F4]This option was fully vested on the Closing Date. At the effective time of the Merger, this option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of shares covered by the option as of immediately prior to the effective time of the Merger.
- [F5]On the Closing Date, 180,000 shares subject to this option were vested and 90,000 of the shares subject to this option remained unvested. At the effective time of the Merger, the vested portion of the option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the 180,000 shares covered by such portion of the option. At the effective time of the Merger, the unvested portion of the option was cancelled for no consideration pursuant to the Merger Agreement, but such portion of the option constitutes a Cancelled Issuer Award.
- [F6]On the Closing Date, 99,208 shares subject to this option were vested and 99,208 of the shares subject to this option remained unvested. At the effective time of the Merger, the vested portion of the option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the 99,208 shares covered by such portion of the option. At the effective time of the Merger, the unvested portion of the option was cancelled for no consideration pursuant to the Merger Agreement, but such portion of the option constitutes a Cancelled Issuer Award.
Documents
Issuer
Vizio Holding Corp.
CIK 0001835591
Entity typeother
Related Parties
1- filerCIK 0001851269
Filing Metadata
- Form type
- 4
- Filed
- Dec 2, 7:00 PM ET
- Accepted
- Dec 3, 10:06 AM ET
- Size
- 18.7 KB