Revelyst Form 4 Revelyst / GARY L MCARTHUR 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^*

MCARTHUR GARY L

(Last) (First) (Middle)

P.O. BOX 1411

(Street)

PROVIDENCE RI 02901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Revelyst, Inc. [ GEAR ]

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

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

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		A		82,369	A	(1)(2)(3)	82,369	D
Common Stock	11/27/2024		A		35,526(4)	A	(1)	35,526	I	The Gary and Dana McArthur Dynasty Trust

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
Deferred Stock Units	(5)	11/27/2024		A		26,381		(5)	(5)	Common Stock	26,381	(5)	26,381	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, Vista Outdoor Inc. ("Vista Outdoor"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of Vista Outdoor's common stock ("Vista Outdoor Common Stock") (other than (a) any such shares of Vista Outdoor Common Stock held by Vista Outdoor, 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 the Issuer ("Common Stock") and (ii) $25.75 in cash.

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

3. Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023 (the "EMA"), by and between Vista Outdoor and the Issuer, effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each Vista Outdoor restricted stock unit ("RSU") was canceled and replaced with a restricted stock unit award of the Issuer, the number of shares of which is equal to the number of shares of Vista Outdoor Common Stock subject to the RSU multiplied by a fraction, the numerator of which is the closing price per share of Vista Outdoor Common Stock trading "regular way with due bills" during the last full trading session immediately prior to the Closing Date and the denominator of which is the opening price per share of Common Stock on the Closing Date (the "Revelyst Conversion Ratio").

4. The shares are held in the trust for the benefit of the Reporting Person and his spouse. The Reporting Person is the sole trustee of this trust.

5. Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each Vista Outdoor deferred stock unit ("DSU"), whether vested or unvested, was canceled and replaced with a deferred stock unit award of the Issuer, the number of shares of which is equal to the number of shares of Vista Outdoor Common Stock subject to the DSU multiplied by the Revelyst Conversion Ratio.

	/s/ Yun Jung Choi, attorney-in-fact	12/02/2024
	** 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).
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