SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Vaught John

(Last) (First) (Middle)
C/O NATIONAL VISION HOLDINGS, INC.
2435 COMMERCE AVENUE, BLDG. 2200

(Street)
DULUTH GA 30096-4980

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2017
3. Issuer Name and Ticker or Trading Symbol
National Vision Holdings, Inc. [ EYE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Information Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 04/11/2023 Common Stock 13,490 1.66 D
Stock Option (Right to Buy) (2) 03/13/2024 Common Stock 40,279 4.27 D
Stock Option (Right to Buy) (3) 03/13/2024 Common Stock 13,426 7.25 D
Stock Option (Right to Buy) (4) 03/13/2024 Common Stock 13,426 8.23 D
Explanation of Responses:
1. These stock options are fully vested.
2. Of these 40,279 stock options, 13,426 are vested and the remaining 26,853 stock options will vest in two equal annual installments on March 13, 2018 and 2019. An additional 100,698 stock options which remain subject to liquidity-event performance-based vesting conditions are not included in the table above.
3. These stock options are fully vested.
4. These stock options are fully vested.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Jared Brandman, as Attorney-in-Fact 10/25/2017
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24
 
Power of Attorney

Know all by these presents that the undersigned does hereby make, constitute and appoint each of Mitchell Goodman, Jared Brandman and Ronnie Brown, or any one of them, as a true and lawful attorney-in-fact and agent of the undersigned, with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned's individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of National Vision Holdings, Inc. (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto), and (ii) in connection with any applications for EDGAR access codes or any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission, including without limitation the Form ID. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or transactions in securities of National Vision Holdings, Inc., unless earlier revoked in writing. The undersigned acknowledges that Mitchell Goodman, Jared Brandman and Ronnie Brown are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

    By:
/s/ John Vaught
 
     
John Vaught
       
       
Date:
October 6, 2017