SEC Form 4 · accession 0000919574-18-002627
National Vision Holdings, Inc. · EYE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
BERKSHIRE INVESTORS LLC
10% Owner
BERKSHIRE FUND VI, LTD PARTNERSHIP
10% Owner
Berkshire Partners LLC
10% Owner
Sixth Berkshire Associates LLC
10% Owner
Berkshire Investors III LLC
10% Owner
Berkshire Partners Holdings LLC
10% Owner
BPSP, L.P.
10% Owner
Period of report
Mar 19, 2018
Accepted (ET)
Mar 21, 2018 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001710155
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 19, 2018 | S | 1,844,230 | $31.68 | D | 8,144,668 | I | By Berkshire Fund VI, Limited Partnership |
| Common StockF1,F3,F4 | Mar 19, 2018 | S | 23,961 | $31.68 | D | 105,819 | D | |
| Common StockF1,F3,F5 | Mar 19, 2018 | S | 9,760 | $31.68 | D | 43,103 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by certain selling shareholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC and KKR Capital Markets LLC pursuant to an underwriting agreement and final prospectus, each dated March 14, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 1,844,230; 23,961 and 9,760 shares of Common Stock, respectively, at $31.68 per share. The Secondary Offering closed on March 19, 2018.
- F2Represents shares held by Berkshire Fund VI, Limited Partnership ("Fund VI"). Sixth Berkshire Associates LLC ("6BA") is the general partner of Fund VI, and Berkshire Partners LLC ("Berkshire Partners") is the investment adviser to Fund VI. Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of Berkshire Partners. As a result, each of BPH, BPSP, Berkshire Partners and 6BA may be deemed to indirectly beneficially own the shares held by Fund VI. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Fund VI, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
- F3BPH, BPSP, Berkshire Partners, Fund VI, 6BA, Berkshire Investors LLC ("Berkshire Investors") and Berkshire Investors III LLC ("Berkshire Investors III") may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act although they do not admit to being part of a group nor have they agreed to act as part of a group.
- F4Represents shares held by Berkshire Investors.
- F5Represents shares held by Berkshire Investors III.