SEC Filing | Snap One Holdings Corp

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HEYMAN JOHN H

(Last)

(First)

(Middle)

C/O SNAP ONE HOLDINGS CORP.

1800 CONTINENTAL BLVD., SUITE 200

(Street)

CHARLOTTE

28273

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

3. Issuer Name and Ticker or Trading Symbol
Snap One Holdings Corp. [ SNPO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,502,021⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽²⁾	07/27/2031	Common Stock	1,393,372	18	D

Explanation of Responses:

1. Represents shares of common stock received in a distribution from Crackle Holdings L.P. in respect of certain of the reporting person's previously held interests in Crackle Holdings L.P. and 603,786 additional shares of restricted common stock received from the issuer in respect of unvested units in Crackle Holdings L.P., of which (i) a portion will vest in equal installments on October 23 and April 23 with a final vesting date of October 23, 2022, (ii) a portion will vest in equal installments on August 1 and February 1 with a final vesting date of August 1, 2024 and (iii) a portion will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024.

2. Of these options, 859,326 are unvested options which will vest as follows: (i) 216,367 options will vest in equal installments on October 23 and April 23 with a final vesting date of October 23, 2022, (ii) 68,110 will vest in equal installments on August 1 and February 1 with a final vesting date of August 1, 2024 and (iii) 574,849 will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024.

Remarks:

	/s/ Joshua D. Ellis, Attorney-in-fact for John Heyman	07/28/2021
	** 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 5 (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.

                               POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute
and appoint each of Joshua D. Ellis and Michael Carlet, or any one of them, as a
true and lawful attorney-in-fact 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 Snap One Holdings Corp. (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,
including without limitation the Form ID. The 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 his or her ownership of or transactions in securities
of Snap One Holdings Corp., unless earlier revoked in writing. The undersigned
acknowledges that Joshua D. Ellis and Michael Carlet, are not assuming any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.


                         By: /s/ John Heyman
                             ---------------
                         Name: John Heyman

Date: July 9 2021