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* HEYMAN JOHN H (Last) (First) (Middle) C/O SNAP ONE HOLDINGS CORP. 1800 CONTINENTAL BLVD., SUITE 200 (Street) CHARLOTTE NC 28273 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Snap One Holdings Corp. [ SNPO ]	5. 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
	3. Date of Earliest Transaction (Month/Day/Year) 07/27/2021
	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
Common Stock	07/27/2021		A(1)		603,786	A	(1)	1,502,021(2)	D
Common Stock	08/18/2021		S		27,777	D	$16.875(3)	1,474,244	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$18	07/27/2021		A(4)		1,227,344		(5)	10/23/2027	Common Stock	1,227,344	(4)	1,227,344	D
Stock Options (Right to Buy)	$18	07/27/2021		A(4)		97,300		(6)	08/28/2029	Common Stock	97,300	(4)	97,300	D
Stock Options (Right to Buy)	$18	07/27/2021		A(4)		68,728		(7)	09/30/2029	Common Stock	68,728	(4)	68,728	D

Explanation of Responses:

1. Represents shares of restricted common stock received from the issuer in respect of unvested units held from three grants in Crackle Holdings L.P. prior to the consummation of the initial public offering of the issuer, of which (i) a portion will vest in equal installments on each October 23 and April 23 with a final vesting date of October 23, 2022, (ii) a portion will vest in equal installments on each 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 our prior to February 4, 2024. These securities were previously reported on the Form 3 filed by the Reporting Person.

2. Includes shares 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.

3. On August 18, 2021, the underwriters of the initial public offering of the issuer exercised the over-allotment option in part. This amount represents the $18.00 public offering price per share of the Common Stock of the Issuer less the underwriting discount of $1.125 per share.

4. Represents stock options received by the reporting person in respect of certain of the reporting person's previously held interests in Crackle Holdings L.P. These securities were previously reported on the Form 3 filed by the Reporting Person, although the Expiration Date on the Form 3 was incorrectly stated and has been corrected in the table above.

5. Of these options, as of July 27, 2021, 722,488 are unvested options which will vest as follows: (i) 216,367 options will vest in equal installments on each October 23 and April 23 with a final vesting date of October 23, 2022 and (ii) 506,121 will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024.

6. Of these options, as of July 27, 2021, 68,110 are unvested options which will vest in equal installments on each August 1 and February 1 with a final vesting date of August 1, 2024.

7. Of these options, as of July 27, 2021, 68,728 are unvested options which will vest subject to the satisfaction of certain performance-based vesting conditions on or prior to February 4, 2024.

	/s/ JD Ellis, Attorney-in-fact for John Heyman	08/20/2021
	** 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 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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