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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HOLLERAN KEVIN

(Last)

(First)

(Middle)

C/O HAYWARD HOLDINGS, INC.

400 CONNELL DRIVE, SUITE 6100

(Street)

BERKELEY HEIGHTS

07922

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hayward Holdings, Inc. [ HAYW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2021

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)
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)
Class A Common Stock	03/11/2021		J⁽¹⁾		1,898.98	D	⁽¹⁾	0	D
Common Stock	03/11/2021		J⁽¹⁾		451,135	A	⁽¹⁾	451,135	D
Common Stock	03/16/2021		P		8,000	A	$17	459,135	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)
Stock Options (Right to Buy)	$272.92	03/02/2021		J⁽²⁾			20,000⁽²⁾	⁽³⁾	12/24/2029	Class B Common Stock	20,000	⁽²⁾	0	D
Stock Options (Right to Buy)	$1.4	03/02/2021		J⁽²⁾		3,900,000⁽²⁾		⁽³⁾	12/24/2029	Common Stock	3,900,000	⁽²⁾	3,900,000	D
Stock Options (Right to Buy)	$17	03/11/2021		A		607,235⁽⁴⁾		⁽⁵⁾	03/11/2031	Common Stock	607,235	$0.00	607,235	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Class A common stock, par value $0.001 per share, was converted into 237.5671 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock").

2. Pursuant to a reclassification exempt under Rule 16b-7, each outstanding option to purchase shares of Class B Common Stock was reclassified into an outstanding option to purchase shares of Common Stock, and the number of shares of Common Stock underlying the option and the exercise price were adjusted in accordance with the Stock Split.

3. The option shall vest as to 50% of the underlying shares of Common Stock in five equal installments, on each of August 12, 2020, August 12, 2021, August 12, 2022, August 12, 2023, and August 12, 2024. The option will vest as to 50% of the underlying shares of Common Stock in the event that the average closing trading price of the Common Stock over a ten-day trading period equals or exceeds $5.00.

4. Represents options to purchase Common Stock granted to the Reporting Person under the Issuer's 2021 Equity Incentive Plan.

5. The option vests as to the underlying shares of Common Stock in three equal installments, on each of March 11, 2022, March 11, 2023, and March 11, 2024.

Remarks:

Exhibits 24.1 - Power of Attorney

	/s/ Michael Colicchio, attorney-in-fact	03/16/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.