Snap One (SNPO) Form 4 Snap One / JOHN H HEYMAN 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^*

HEYMAN JOHN H

(Last) (First) (Middle)

C/O SNAP ONE HOLDINGS CORP.

1800 CONTINENTAL BLVD., SUITE 200

(Street)

CHARLOTTE NC 28273

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Snap One Holdings Corp. [ SNPO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024

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	06/14/2024		G		51,755(1)	D	$0	1,465,504	D
Common Stock	06/14/2024		D(2)		1,092,701	D	$10.75(2)	372,803(3)	D
Common Stock	06/14/2024		D(3)		372,803(3)	D	$10.75(3)	0	D
Common Stock	06/14/2024		A		450,682(4)	A	$0(4)	450,682(4)	D
Common Stock	06/14/2024		D(3)		450,682(3)	D	$10.75(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

Explanation of Responses:

1. The transaction represents a gift by the Reporting Person of 51,755 shares to two charitable organizations; 3,255 shares were gifted to The Ansley School and 48,500 shares were gifted to Pace Academy Inc.

2. On June 14, 2024, Resideo Technologies, Inc. ("Resideo") acquired the Issuer pursuant to an Agreement and Plan of Merger, dated as of April 14, 2024 (the "Merger Agreement"), by and among the Issuer, Resideo and Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Resideo ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Resideo. At the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Issuer common stock, par value $0.01 per share (the "Common Stock") (other than certain Excluded Shares (as defined in the Merger Agreement)) automatically converted into the right to receive $10.75 per share in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). Any stock options held by the reporting person, if any, were cancelled in the Merger.

3. Represents unvested restricted stock units ("RSUs") which, in accordance with the Merger Agreement and in connection with the Merger were accelerated pursuant to his severance arrangements and converted into the right to receive the Merger Consideration.

4. Represents unvested performance-based restricted stock units ("PSUs") which, in accordance with the Merger Agreement and in connection with the Merger, were deemed earned at target and converted into unvested RSUs.

Remarks:

	/s/ Joshua D. Ellis, Attorney-in-fact for John Heyman	06/14/2024
	** 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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