Kowalski Mark Ryan Form 4 Vista Outdoor / Mark Ryan Kowalski ownership change

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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X

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^*

Kowalski Mark Ryan

(Last) (First) (Middle)

900 EHLEN DRIVE

(Street)

ANOKA MN 55303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vista Outdoor Inc. [ VSTO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/27/2024		D		71,250	D	(1)(2)(3)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(4)	11/27/2024		A		11,392		(4)	(4)	Common Stock	11,392	(4)	11,392	D
Performance Stock Units	(4)	11/27/2024		D			11,392	(4)	(4)	Common Stock	11,392	(4)	0	D
Employee Stock Option (right to buy)	(5)	11/27/2024		D			3,508	(5)	(5)	Common Stock	3,508	(5)	0	D

Explanation of Responses:

1. On November 27, 2024 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2023 (as amended, the "Merger Agreement"), among the Issuer, Revelyst, Inc. ("Revelyst"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of the Issuer's common stock ("Common Stock") (other than (a) any such shares of Common Stock held by the Issuer, its subsidiaries or CSG Elevate II Inc. and (b) any Appraisal Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) one fully paid and non-assessable share of common stock, par value $0.01 per share, of Revelyst and (ii) $25.75 in cash.

2. Includes restricted stock units subject to certain vesting periods and other restrictions under the Issuer's 2020 Stock Incentive Plan.

3. Pursuant to the Merger Agreement, each restricted stock unit ("RSU") vested and was canceled in exchange for a lump-sum cash payment equal to the Issuer's stock price immediately prior to the Effective Time (as defined in the Merger Agreement) (the "Pre-Closing Stock Price"), less any applicable withholding for taxes.

4. Pursuant to the Merger Agreement, each performance stock unit ("PSU") vested and was canceled in exchange for a lump-sum cash payment, without interest, equal to the product of (i) the number of shares of Common Stock underlying such PSU immediately prior to the Effective Time and (ii) the Pre-Closing Stock Price, less any applicable withholding for taxes, with performance criteria, as applicable, deemed achieved as follows: (a) 100% of target performance, in respect of fiscal year 2024-2026 awards and Special Retention PSUs and (b) 33.33% of target performance, in respect of fiscal year 2023-2025 awards.

5. Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was canceled in exchange for a lump-sum cash payment, without interest, equal to the product (if any) of (i) the number of shares of Common Stock for which such option had not been exercised and (ii) the excess of the Pre-Closing Stock Price over the exercise price per share of such option, less any applicable withholding for taxes.

	/s/ Jeffrey Ehrich, attorney-in-fact	11/27/2024
	** Signature of Reporting Person	Date
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