SEC Form 4 · accession 0000919574-19-002210

National Vision Holdings, Inc. · EYE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

D Randolph Peeler

Director

Period of report

Mar 5, 2019

Accepted (ET)

Mar 7, 2019 · 4:32 pm EST

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 Stock^F3	Mar 5, 2019	J	2,101,264	$0.00	D	0	I	By Berkshire Fund VI, Limited Partnership
Common Stock	Mar 5, 2019	J	42,538	$0.00	A	42,538	D
Common Stock^F4	Mar 5, 2019	J	27,300	$0.00	D	0	I	By Berkshire Investors LLC
Common Stock	Mar 5, 2019	J	216	$0.00	A	42,754	D
Common Stock^F5	Mar 5, 2019	J	11,121	$0.00	D	0	I	By Berkshire Investors III LLC
Common Stock	Mar 5, 2019	J	113	$0.00	A	42,867	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Represents common stock, par value $0.01 per share (the "Common Stock") of the Issuer distributed by the Berkshire Entities (as defined below) to certain of their limited partners and members. The Reporting Person disclaims beneficial ownership in the reported securities except to the extent of his pecuniary interest, if any, therein.
F2Represents Common Stock received as part of the distribution by the Berkshire Entities referred to in note (1) above.
F3Represents 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. The Reporting Person served as managing member of each of BPH, BPSP, Berkshire Partners and 6BA. By virtue of the relationships described above, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Common Stock held by Fund VI. The Reporting Person 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.
F4Represents shares held by Berkshire Investors LLC ("Berkshire Investors"). The Reporting Person served as managing member of Berkshire Investors. By virtue of the relationships described above, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Common Stock held by Berkshire Investors. The Reporting Person disclaims beneficial ownership of the shares held by Berkshire Investors, 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.
F5Represents shares held by Berkshire Investors III LLC ("Berkshire Investors III," and collectively with Fund VI and Berkshire Investors, the "Berkshire Entities"). The Reporting Person served as managing member of Berkshire Investors III. By virtue of the relationships described above, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Common Stock held by Berkshire Investors III. The Reporting Person disclaims beneficial ownership of the shares held by Berkshire Investors III, 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.