| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2021 | 3. Issuer Name and Ticker or Trading Symbol Snap One Holdings Corp. [ SNPO ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,502,021(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (Right to Buy) | (2) | 07/27/2031 | Common Stock | 1,393,372 | 18 | D | |
| Explanation of Responses: |
| 1. Represents shares of common stock received in a distribution from Crackle Holdings L.P. in respect of certain of the reporting person's previously held interests in Crackle Holdings L.P. and 603,786 additional shares of restricted common stock received from the issuer in respect of unvested units in Crackle Holdings L.P., of which (i) a portion will vest in equal installments on October 23 and April 23 with a final vesting date of October 23, 2022, (ii) a portion will vest in equal installments on August 1 and February 1 with a final vesting date of August 1, 2024 and (iii) a portion will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024. |
| 2. Of these options, 859,326 are unvested options which will vest as follows: (i) 216,367 options will vest in equal installments on October 23 and April 23 with a final vesting date of October 23, 2022, (ii) 68,110 will vest in equal installments on August 1 and February 1 with a final vesting date of August 1, 2024 and (iii) 574,849 will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024. |
| Remarks: |
| /s/ Joshua D. Ellis, Attorney-in-fact for John Heyman | 07/28/2021 | |
| ** 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 5 (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 Number. | ||
