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).

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

1. Name and Address of Reporting Person^*

WANG WILLIAM WEI

(Last)

(First)

(Middle)

C/O VIZIO HOLDING CORP.

39 TESLA

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vizio Holding Corp. [ VZIO ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2024

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	05/30/2024		C⁽¹⁾		4,779	A	$0	0⁽²⁾	I	See Footnote⁽³⁾
Class A Common Stock	05/31/2024		C⁽⁴⁾		900,000	A	$0	0⁽⁵⁾	I	See Footnote⁽⁵⁾
Class A Common Stock								1,529,972⁽⁶⁾	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)
Class B Common Stock	⁽⁷⁾	05/30/2024		C⁽¹⁾			4,779	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	4,779	$0	0⁽²⁾⁽⁸⁾	I	See Footnote⁽³⁾
Class B Common Stock	⁽⁷⁾	05/31/2024		C⁽⁴⁾			900,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	900,000	$0	66,934,082⁽⁹⁾	I	See Footnote⁽¹⁰⁾
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	5,712,871		5,712,871	I	See Footnote⁽¹¹⁾
Class B Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,628,721		2,628,721⁽¹²⁾	I	See Footnote⁽¹³⁾

Explanation of Responses:

1. Effective May 30, 2024, the Reporting Person's sister was appointed as trustee of the W. Wang 2022 GRAT, dated March 8, 2022 (the "W. Wang 2022 GRAT"). Pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation, upon this change in trustee, each share of Class B Common Stock held by the W. Wang 2022 GRAT automatically converted into one share of Class A Common Stock (the "2022 GRAT Share Conversion").

2. Following the 2022 GRAT Share Conversion, the Reporting Person no longer has beneficial ownership over the shares held by the W. Wang 2022 GRAT.

3. These shares are held by the W. Wang 2022 GRAT, of which the Reporting Person's sister replaced the Reporting Person as Trustee.

4. Effective May 31, 2024, The William W. Wang Separate Property Trust, of which the Reporting Person serves as Trustee (the "Separate Property Trust"), transferred 900,000 shares of Class B Common Stock to a donor advised fund. Pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation, upon this change in ownership, each such share of transferred Class B Common Stock held by the Separate Property Trust automatically converted into one share of Class A Common Stock (the "Separate Property Trust Transfer Share Conversion").

5. Following the Separate Property Trust Transfer Share Conversion, the Reporting Person no longer has beneficial ownership over the shares transferred to a donor advised fund.

6. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

7. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

8. The number of shares held reflects the transfer on May 30, 2024 of 1,831,426 shares of Class B Common Stock from the W. Wang 2022 GRAT to the Separate Property Trust.

9. The number of shares held reflects: (i) the transfer on May 30, 2024 of 1,831,426 shares of Class B Common Stock from the W. Wang 2022 GRAT to the Separate Property Trust, (ii) the transfer on May 30, 2024 of 2,112,323 shares of Class B Common Stock from the W. Wang 2023 GRAT, of which the Reporting Person serves as Trustee (the "W. Wang 2023 GRAT"), to the Separate Property Trust, and (iii) the transfer on May 31, 2024 of 900,000 shares of Class B Common Stock from the Separate Property Trust to a donor advised fund.

10. These shares are held by The William W. Wang Separate Property Trust, of which the Reporting Person serves as Trustee.

11. These shares are held by the Wang Family Trust, of which the Reporting Person and his spouse serve as Trustees.

12. The number of shares held reflects the transfer on May 30, 2024 of 2,112,323 shares of Class B Common Stock from the W. Wang 2023 GRAT to the Separate Property Trust.

13. These shares are held by the W. Wang 2023 GRAT, (Mar 9, 2023), of which the Reporting Person serves as Trustee.

Remarks:

	/s/ Jerry Huang, under power of attorney	06/03/2024
	** 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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