ThZeal - The Zeal

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^*

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)
07/01/2023

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

Rule 10b5-1(c) Transaction Indication

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

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	07/01/2023		C⁽¹⁾		634,185	A	$0	0⁽²⁾	I	See Footnote⁽³⁾
Class A Common Stock								1,665,018⁽⁴⁾	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	⁽⁵⁾	07/01/2023		C⁽¹⁾			634,185	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	634,185⁽⁶⁾	$0	0⁽²⁾	I	See Footnote⁽³⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	63,890,333⁽⁶⁾		63,890,333	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,712,871⁽⁶⁾		5,712,871	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,836,205⁽⁶⁾		1,836,205	I	See Footnote⁽⁹⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,741,044⁽⁶⁾		4,741,044	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. Effective July 1, 2023, the Reporting Person's sister was appointed as trustee of the W. Wang 2021 GRAT, dated February 22, 2021 ("W. Wang 2021 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 2021 GRAT automatically converted into one share of Class A Common Stock (the "2021 GRAT Share Conversion")

2. Following the 2021 GRAT Share Conversion, the Reporting Person no longer has beneficial ownership over the shares held by the W. Wang 2021 GRAT .

3. These shares are held by the W. Wang 2021 GRAT, dated February 22, 2021, of which the Reporting Person's sister replaced the Reporting Person as Trustee.

4. Certain of these securities are restricted stock units (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.

5. 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.

6. The number of shares held reflects: (i) the transfer on March 8, 2022 of 2,588,566 shares of Class B Common Stock from the 2021 W. Wang GRAT to the William W. Wang Separate Property Trust, (ii) the transfer on March 9, 2022 of 3,500,000 shares of Class B Common Stock from the William Wang Separate Property Trust to the 2022 W. Wang GRAT, dated March 8, 2022 (the "W. Wang 2022 GRAT"), (iii) the transfer on March 8, 2023 of 3,077,249 shares of Class B Common Stock from the W. Wang 2021 GRAT and 1,996,554 shares of Class B Common Stock from the W. Wang 2022 GRAT to the W. Wang 2023 GRAT, dated March 9, 2023 (the "W. Wang 2023 GRAT"), (iv) the transfer on March 13, 2023 of 332,759 shares of Class B Common Stock from the W. Wang 2023 GRAT to the W. Wang 2022 GRAT, and (v) the transfer on July 1, 2023 of 873,000 shares of Class B Common Stock from William Wang to the Wang Family Trust.

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

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

9. These shares are held by the W. Wang 2022 GRAT, of which the Reporting Person serves as Trustee.

10. These shares are held by the W. Wang 2023 GRAT, of which the Reporting Person serves as Trustee.

Remarks:

	/s/ Jerry Huang, under power of attorney	07/05/2023
	** 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.