Hayward (HAYW) Form 4 Hayward / KEVIN HOLLERAN 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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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^*

HOLLERAN KEVIN

(Last) (First) (Middle)

C/O HAYWARD HOLDINGS, INC.

1415 VANTAGE PARK DRIVE, SUITE 400

(Street)

CHARLOTTE NC 28203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hayward Holdings, Inc. [ HAYW ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2023

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	03/02/2023		A		125,318(1)	A	$0	529,231	D
Common Stock								700	I	By Child A
Common Stock								700	I	By Child B
Common Stock								700	I	By Child C

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
Stock Options (Right to Buy)	$11.81	03/02/2023		A		312,897(2)		(3)	03/02/2033	Common Stock	312,897	$0	312,897	D

Explanation of Responses:

1. Represents restricted stock units granted to the Reporting Person under the Hayward Holdings, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock, par value $0.001 per share. The restricted stock units vest in three equal installments, on each of March 2, 2024, March 2, 2025 and March 2, 2026, provided generally that the Reporting Person remains in continuous service with the Issuer through the vesting date.

2. Represents options to purchase Common Stock granted to the Reporting Person under the 2021 Plan.

3. This option vests as to the underlying shares of Common Stock in three equal installments, on each of March 2, 2024, March 2, 2025 and March 2, 2026, provided generally that the Reporting Person remains in continuous service with the Issuer through the vesting date.

Remarks:

	/s/ Susan Canning, attorney-in-fact	03/03/2023
	** 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 4 (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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