SEC Filing | National Vision Holdings, Inc.

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SEC FORM 4 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^*

VanDette Joseph

(Last)

(First)

(Middle)

C/O NATIONAL VISION HOLDINGS, INC.

2435 COMMERCE AVENUE, BLDG 2200

(Street)

DULUTH

30096

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National Vision Holdings, Inc. [ EYE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/11/2023		M		1,156	A	$0⁽¹⁾	1,156	D
Common Stock	04/11/2023		F		410	D	$0⁽²⁾	746	D
Common Stock	04/11/2023		M		1,830	A	$0⁽¹⁾	2,576	D
Common Stock	04/11/2023		F		648	D	$0⁽³⁾	1,928	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/11/2023		M			1,156	⁽⁴⁾	⁽⁴⁾	Common Stock	1,156	$0	25,697	D
Restricted Stock Units	⁽¹⁾	04/11/2023		M			1,830	⁽⁵⁾	⁽⁵⁾	Common Stock	1,830	$0	23,867	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of NVHI common stock.

2. On April 11, 2023, 1,156 restricted stock units vested and 410 shares of the Company's stock were withheld to satisfy tax withholding obligations. The closing price on April 11, 2023 of the Company's common stock on NASDAQ was $20.30 per share.

3. On April 11, 2023, 1,830 restricted stock units vested and 648 shares of the Company's stock were withheld to satisfy tax withholding obligations. The closing price on April 11, 2023 of the Company's common stock on NASDAQ was $20.30 per share.

4. On April 11, 2022, the reporting person was granted 2,312 restricted stock units, vesting in two equal installments beginning on the first anniversary of the grant date.

5. On April 11, 2022, the reporting person was granted 5,491 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Jared Brandman, Attorney-in-Fact	04/13/2023
	** 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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