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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.  1   )*


National Vision Holdings, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

63845R107
(CUSIP Number)

December 31, 2018
(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 disclosures provided in a prior cover page.

The information required on 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. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR Vision Aggregator L.P.
 
 
 
 
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
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

2
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR Vision Aggregator GP LLC
 
 
 
 
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
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

3
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR North America Fund XI L.P.
 
 
 
 
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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

4
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR Associates North America XI L.P.
 
 
 
 
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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

5
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR North America XI Limited
 
 
 
 
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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

6
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR Fund Holdings L.P.
 
 
 
 
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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

7
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR Fund Holdings GP Limited
 
 
 
 
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
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

8
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR Group Holdings Corp.
 
 
 
 
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
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

9
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR & Co. Inc.
 
 
 
 
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
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

10
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
KKR Management LLC
 
 
 
 
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
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
9,149,908
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

11
CUSIP No. 63845R107
13G
  
1
NAME OF REPORTING PERSON
 
 
Henry R. Kravis
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,149,908
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

12
CUSIP No. 63845R107
13G
  

1
NAME OF REPORTING PERSON
 
 
George R. Roberts
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,149,908
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,149,908
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,149,908
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

13
STATEMENT ON SCHEDULE 13G
This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018. This Amendment No. 1 reflects, among other things, the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, pursuant to which KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated (the “KKR Reorganization”). The KKR Reorganization did not involve any purchase or sale of securities of the issuer. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of National Vision Holdings, Inc. (the “Issuer”).

Item 1.


 (a)
Name of Issuer:

National Vision Holdings, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

2435 Commerce Avenue, Bldg. 2200, Duluth, Georgia 30096

Item 2.


 (a)
Name of Person Filing:

KKR Vision Aggregator L.P.
KKR Vision Aggregator GP LLC (“KKR Vision GP”)
KKR North America Fund XI L.P. (“KKR North America Fund XI”)
KKR Associates North America XI L.P. (“KKR Associates North America”)
KKR North America XI Limited (“KKR North America Limited”)
KKR Fund Holdings L.P. (“KKR Fund Holdings”)
KKR Fund Holdings GP Limited (“KKR Fund Holdings GP”)
KKR Group Holdings Corp. (“KKR Group Holdings”)
KKR & Co. Inc. (“KKR & Co.”)
KKR Management LLC (“KKR Management”)
Henry R. Kravis
George R. Roberts


 (b)
Address of Principal Business Office, or, if none, Residence:

The principal business office for all persons filing (other than George R. Roberts) is:
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019

The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025


 (c)
Citizenship:

See Item 4 of each cover page.

14
 
(d)
Title of Class of Securities:

Common Stock, par value $0.01 per share.

  (e)
CUSIP Number:

63845R107
Item 3.

Not applicable.

Item 4.
Ownership.

  (a)
Amount beneficially owned:

KKR Vision Aggregator L.P. holds 9,149,908 shares of Common Stock, or 11.9% of the outstanding shares of Common Stock based on 77,164,296 shares of Common Stock outstanding as of November 14, 2018, as reported in the prospectus supplement dated November 14, 2018, filed by the Issuer with the Securities and Exchange Commission on November 16, 2018.

Each of KKR Vision GP (as the general partner of KKR Vision Aggregator L.P.); KKR North America Fund XI (as the sole member of KKR Vision GP); KKR Associates North America (as the general partner of KKR North America Fund XI); KKR North America Limited (as the general partner of KKR Associates North America); KKR Fund Holdings (as the sole shareholder of KKR North America Limited); KKR Fund Holdings GP (as a general partner of KKR Fund Holdings); KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings); KKR & Co. (as the sole shareholder of KKR Group Holdings); and KKR Management (as the Class B common stockholder of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by KKR Vision Aggregator L.P.

KKR Vision GP, KKR North America Fund XI, KKR Associates North America, KKR North America Limited, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

As the designated members of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by KKR Vision Aggregator L.P. but disclaim beneficial ownership of such securities.

15
 
(b)
Percent of class:

See Item 4(a) above.


 (c)
Number of shares as to which the person has:


(i)
Sole power to vote or to direct the vote

See Item 5 of each cover page.


 (ii)
Shared power to vote or to direct the vote

See Item 6 of each cover page.


 (iii)
Sole power to dispose or to direct the disposition of

See Item 7 of each cover page.


 (iv)
Shared power to dispose or to direct the disposition of

See Item 8 of each cover page.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

As described above in Explanatory Note, KKR Group Holdings L.P. and KKR Group Limited are no longer reporting persons on this Schedule 13G.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the persons named in Item 4 above and the partners, members, affiliates and shareholders of the Reporting Persons and of the other persons named in Item 4 above has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

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.

Certain of the Reporting Persons and private equity funds managed by Berkshire Partners LLC (“Berkshire”) (collectively, the “Stockholders”) are parties to an Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”), which previously contained certain provisions relating to voting of securities of the Issuer, which provisions have been terminated.  As a result, the Reporting Persons and the other Stockholders and/or certain of their affiliates are no longer acting as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may have been deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with Berkshire are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.

Item 10.
Certifications.

Not applicable.

16
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2019

 
KKR VISION AGGREGATOR L.P.
   
 
By: KKR Vision Aggregator GP LLC, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Vice President
     
 
KKR VISION AGGREGATOR GP LLC
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Vice President
     
 
KKR NORTH AMERICA FUND XI L.P.
   
 
By: KKR Associates North America XI L.P., its general partner
 
By: KKR North America XI Limited, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
     
 
KKR ASSOCIATES NORTH AMERICA XI L.P.
   
 
By: KKR North America XI Limited, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
     
 
KKR NORTH AMERICA XI LIMITED
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director

17
 
KKR FUND HOLDINGS L.P.
   
 
By: KKR Group Holdings Corp., a general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
KKR FUND HOLDINGS GP LIMITED
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
     
 
KKR GROUP HOLDINGS CORP.
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
KKR & CO. INC.
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
KKR MANAGEMENT LLC
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
HENRY R. KRAVIS
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact
     
 
GEORGE R. ROBERTS
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact

18
EXHIBITS

Exhibit
Number
  
Title
     
 
Joint Filing Agreement, dated as of February 13, 2019.
     
2
  
Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek (previously filed with the Schedule 13G filed on February 13, 2018 and incorporated herein by reference)


19
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of National Vision Holdings, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 13, 2019.
 
 
KKR VISION AGGREGATOR L.P.
   
 
By: KKR Vision Aggregator GP LLC, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Vice President
     
 
KKR VISION AGGREGATOR GP LLC
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Vice President
     
 
KKR NORTH AMERICA FUND XI L.P.
   
 
By: KKR Associates North America XI L.P., its general partner
 
By: KKR North America XI Limited, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
     
 
KKR ASSOCIATES NORTH AMERICA XI L.P.
   
 
By: KKR North America XI Limited, its general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
     
 
KKR NORTH AMERICA XI LIMITED
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
 
 
KKR FUND HOLDINGS L.P.
   
 
By: KKR Group Holdings Corp., a general partner
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
KKR FUND HOLDINGS GP LIMITED
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Director
     
 
KKR GROUP HOLDINGS CORP.
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
KKR & CO. INC.
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
KKR MANAGEMENT LLC
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact for William J. Janetschek, Chief Financial Officer
     
 
HENRY R. KRAVIS
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact
     
 
GEORGE R. ROBERTS
     
 
By:
/s/ Terence P. Gallagher
 
Name:
Terence P. Gallagher
 
Title:
Attorney-in-fact