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).
	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* O'Donnell Michael Joseph (Last) (First) (Middle) C/O VIZIO HOLDING CORP. 39 TESLA (Street) IRVINE CA 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) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2024
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	$13.51	02/01/2024		A		30,000		(1)	03/01/2032	Class A Common Stock	30,000	$0	60,000	D
Employee Stock Option (Right to buy)	$8.55	02/01/2024		A		45,000		(2)	12/31/2030	Class A Common Stock	45,000	$0	180,000	D

Explanation of Responses:

1. On March 1, 2022, the Reporting Person was granted a performance-based stock option to purchase 240,000 shares (the "2022 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024 and 2025. On February 1, 2024, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2023, resulting in the vesting of 30,000 of the 60,000 shares subject to the 2022 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2023.

2. The Reporting Person's Form 3, filed March 24, 2021, reported a 360,000 share performance-based stock option (the "2020 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2021, 2022, 2023 and 2024. On February 1, 2024, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2023, resulting in the vesting of 45,000 of the 90,000 shares subject to the 2020 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2023.

Remarks:

Officer Title: Chief Revenue/Strategic Growth Officer

	/s/ Jerry Huang, under power of attorney	02/02/2024
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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