0000919574-18-002624.txt : 20180321 0000919574-18-002624.hdr.sgml : 20180321 20180321160216 ACCESSION NUMBER: 0000919574-18-002624 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180319 FILED AS OF DATE: 20180321 DATE AS OF CHANGE: 20180321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEELER D RANDOLPH CENTRAL INDEX KEY: 0001225729 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38257 FILM NUMBER: 18704467 MAIL ADDRESS: STREET 1: CASELLA WASTE SYSTEMS INC STREET 2: 25 GREENS HILL LANE PO BOX 866 CITY: RUTLAND STATE: VT ZIP: 05701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: National Vision Holdings, Inc. CENTRAL INDEX KEY: 0001710155 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 464841717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 2435 COMMERCE AVENUE STREET 2: BLDG. 2200 CITY: DULUTH STATE: GA ZIP: 30096-4980 BUSINESS PHONE: (770) 822-3600 MAIL ADDRESS: STREET 1: 2435 COMMERCE AVENUE STREET 2: BLDG. 2200 CITY: DULUTH STATE: GA ZIP: 30096-4980 4 1 p7847029.xml OWNERSHIP DOCUMENT X0306 4 2018-03-19 0 0001710155 National Vision Holdings, Inc. EYE 0001225729 PEELER D RANDOLPH C/O BERKSHIRE PARTNERS LLC 200 CLAREDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 0 0 Common Stock 2018-03-19 4 S 0 1844230 31.68 D 8144668 I By Berkshire Fund VI, Limited Partnership Common Stock 2018-03-19 4 S 0 23961 31.68 D 105819 I By Berkshire Investors LLC Common Stock 2018-03-19 4 S 0 9760 31.68 D 43103 I By Berkshire Investors III LLC In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by certain selling shareholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC and KKR Capital Markets LLC pursuant to an underwriting agreement and final prospectus, each dated March 14, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 1,844,230; 23,961 and 9,760 shares of Common Stock, respectively, at $31.68 per share. The Secondary Offering closed on March 19, 2018. Represents shares held by Berkshire Fund VI, Limited Partnership ("Fund VI"). Sixth Berkshire Associates LLC ("6BA") is the general partner of Fund VI, and Berkshire Partners LLC ("Berkshire Partners") is the investment adviser to Fund VI. Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of Berkshire Partners. The Reporting Person was previously a managing member of each of BPH, BPSP, Berkshire Partners and 6 BA. By virtue of the relationships described above, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Common Stock held by Fund VI. The Reporting Person disclaims beneficial ownership of the shares held by Fund VI, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Represents shares held by Berkshire Investors LLC ("Berkshire Investors"). The Reporting Person was previously a managing member of Berkshire Investors. By virtue of the relationships described above, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Common Stock held by Berkshire Investors. The Reporting Person disclaims beneficial ownership of the shares held by Berkshire Investors, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Represents shares held by Berkshire Investors III LLC ("Berkshire Investors III"). The Reporting Person was previously a managing member of Berkshire Investors III. By virtue of the relationships described above, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Common Stock held by Berkshire Investors III. The Reporting Person disclaims beneficial ownership of the shares held by Berkshire Investors III, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. /s/ D. Randolph Peeler 2018-03-21