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* Marsh Ryan Francis (Last) (First) (Middle) C/O SNAP ONE HOLDINGS CORP. 1800 CONTINENTAL BLVD, SUITE 200 (Street) CHARLOTTE NC 28273 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/18/2023	3. Issuer Name and Ticker or Trading Symbol Snap One Holdings Corp. [ SNPO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Executive VP of Sales	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	88,841(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(2)	08/19/2030	Common Stock	115,834	18	D

Explanation of Responses:

1. Represents 20,267 shares of common stock as well as 68,574 restricted stock units. The restricted stock units are comprised of 5 grants: The first grant consists of 16,345 shares that will be vesting semi-annually through 7/1/2025, the second grant consists of 4,797 shares that will be vesting annually through 2/15/2025, the third grant consists of 9,700 shares vesting quarterly through 2/15/2026, the fourth and fifth grants consist of 37,732 shares that will vest 1/4 on 2/15/2024 and quarterly thereafter through 2/15/2027.

2. Of these employee stock options, 57,917 are unvested with 10% vesting semi-annually from 7/1/2023 through 7/1/2025.

Remarks:

	/s/ Joshua D. Ellis, Attorney-in-fact for Ryan Francis Marsh	05/22/2023
	** 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 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).
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