UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
VIZIO Holding Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92858V 101
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92858V 101
| 1. | Names of Reporting Persons.
William Wei Wang | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
76,984,943 (See Item 4(a) below) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
71,272,072 (See Item 4(a) below) | |||||
| 8. | Shared Dispositive Power
5,712,871 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
76,984,943 (See Item 4(a) below) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
37.9% (See Item 4(b) below) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| Item 1(a) | Name of Issuer: |
VIZIO Holding Corp.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
39 Tesla
Irvine, CA 92618
| Item 2 (a) | Name of Person Filing: |
William Wei Wang
| Item 2 (b) | Address of Principal Business Office or, if none, Residence: |
c/o VIZIO Holding Corp.
39 Tesla
Irvine, CA 92618
| Item 2 (c) | Citizenship: |
William Wei Wang is a United States citizen.
| Item 2 (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share
| Item 2 (e) | CUSIP Number: |
92858V 101
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or 240.13d-2(c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
As of September 30, 2024, William Wei Wang had sole voting and dispositive power over the following shares: (i) 991,897 shares of Class A Common Stock held by William Wei Wang, (ii) 66,934,082 shares of Class B Common Stock held by The William W. Wang Separate Property Trust, for which Mr. Wang serves as trustee, (iii) 2,628,721 shares of Class B Common Stock held by W. Wang 2023 GRAT, dated February 22, 2023, for which Mr. Wang serves as trustee, and (iv) options to purchase 717,372 shares of Class A Common Stock, all of which are exercisable by Mr. Wang within 60 days of September 30, 2024.
As of September 30, 2024, William Wei Wang had sole voting and shared dispositive power over 5,712,871 shares of Class B Common Stock held by the Wang Family Trust, for which Mr. Wang and his spouse serve as trustees and for which Mr. Wang holds a proxy for sole voting power of the shares.
Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.
| (b) | Percent of class: |
37.9%
The ownership percentage above is calculated based on 127,229,417 shares of Class A Common Stock outstanding as of September 30, 2024, as reported by the Issuer to the reporting person, plus the assumed exercise or vesting, as applicable of 717,372 shares of Class A Common Stock subject to options held by Mr. Wang which are exercisable within 60 days of September 30, 2024, the conversion of 66,934,082 shares of Class B Common Stock held by The William W. Wang Separate Property Trust, the conversion of 2,628,721 shares of Class B Common Stock held by W. Wang 2023 GRAT, dated February 22, 2023, and the conversion of 5,712,871 shares of Class B Common Stock held by the Wang Family Trust.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 76,984,943 shares |
| (ii) | Shared power to vote or direct the vote:0 shares |
| (iii) | Sole power to dispose or to direct the disposition of: 71,272,072 shares |
| (iv) | Shared power to dispose or to direct the disposition of: 5,712,871 shares |
| Item 5. | Ownership of 5 Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 14, 2024
/s/ William Wei Wang |
| William Wei Wang |
