Exhibit

0001767639-19-000003.txt : 20190222 0001767639-19-000003.hdr.sgml : 20190222 20190222164819 ACCESSION NUMBER: 0001767639-19-000003 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190213 FILED AS OF DATE: 20190222 DATE AS OF CHANGE: 20190222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brandman Jared CENTRAL INDEX KEY: 0001767639 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38257 FILM NUMBER: 19626341 MAIL ADDRESS: STREET 1: C/O NATIONAL VISION HOLDINGS, INC. STREET 2: 2435 COMMERCE AVENUE BLDG. 2200 CITY: DULUTH STATE: GA ZIP: 30096-4980 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 3 1 wf-form3_155087208509274.xml FORM 3 X0206 3 2019-02-13 0 0001710155 National Vision Holdings, Inc. EYE 0001767639 Brandman Jared C/O NATIONAL VISION HOLDINGS, INC. 2435 COMMERCE AVENUE, BLDG. 2200 DULUTH GA 30096-4980 0 1 0 0 SVP, GC and Secretary Common Stock 4726 D Stock Option (Right to Buy) 15.74 2027-08-14 Common Stock 58830.0 D These shares include 226 shares that were acquired pursuant to the Company's Associate Stock Purchase Plan, which acquisitions are exempt from Section 16. Of these 58,830 stock options, 26,281 are vested and the remaining 32,549 will vest in four equal annual installments on August 14, 2019, 2020, 2021 and 2022. An additional 22,885 stock options which remain subject to liquidity-event performance-based vesting conditions are not included in the table above. Exhibit List: Exhibit 24 - Power of Attorney /s/ Jared Brandman 2019-02-22 EX-24 2 jb-section16poa.htm POA JARED BRANDMAN Exhibit

Power of Attorney

Know all by these presents that the undersigned does hereby make, constitute and appoint Ronnie Brown 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 of 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 an Update Passphrase request. 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 Ronnie Brown is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



Date:	February 13, 2019		By:	/s/ Jared Brandman
				Jared Brandman