National Vision (EYE) Form 3 National Vision / JEFF BUSBEE ownership change

SEC Form 3

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

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1. Name and Address of Reporting Person^*

BUSBEE JEFF

(Last) (First) (Middle)

C/O NATIONAL VISION HOLDINGS, INC.,

2435 COMMERCE AVENUE, BLDG. 2200

(Street)

DULUTH GA 30096-4980

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2017

3. Issuer Name and Ticker or Trading Symbol
National Vision Holdings, Inc. [ EYE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief HR Officer

5. 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 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	103,342	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 Option (Right to Buy)	(1)	03/13/2024	Common Stock	65,911	4.27	D
Stock Option (Right to Buy)	(2)	03/13/2024	Common Stock	21,970	7.25	D

Explanation of Responses:

1. Of these 65,911 stock options, 21,970 are vested and the remaining 43,941 stock options will vest in two equal annual installments on March 13, 2018 and 2019. An additional 164,778 stock options which remain subject to liquidity-event performance-based vesting conditions are not included in the table above.

2. These stock options are fully vested.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Jared Brandman, as Attorney-in-Fact	10/25/2017
	** 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).
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