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Filing Details

Accession Number:: 0000919574-18-002720
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-03-28 16:36:01
Reporting Period:: 2018-03-26

Accepted Time:: 2018-03-28 16:36:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1710155	National Vision Holdings Inc.	EYE	()	MA

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1122645	Berkshire Investors Llc	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No
1223654	Berkshire Fund Vi, Ltd Partnership	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No
1312988	Berkshire Partners Llc	200 Clarendon Street 35Th Floor Boston MA 02116	Yes	No	Yes	No
1376601	Sixth Berkshire Associates Llc	200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505184	Berkshire Investors Iii Llc	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No
1597786	Berkshire Partners Holdings Llc	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No
1597787	Bpsp, L.p.	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2018-03-26	331,961	$31.68	7,443,860	No	4	S	Indirect	By Berkshire Fund VI, Limited Partnership
Common Stock	Disposition	2018-03-26	4,313	$31.68	96,714	No	4	S	Direct
Common Stock	Disposition	2018-03-26	1,757	$31.68	39,394	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Berkshire Fund VI, Limited Partnership
No	4	S	Direct
No	4	S	Direct

Footnotes

In connection with 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 underwriting agreement and final prospectus, each dated March 14, 2018, and the exercise of the underwriters' over-allotment option (the "Over-Allotment Option"), Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 331,961; 4,313 and 1,757 shares of Common Stock, respectively. The Over-Allotment Option closed on March 26, 2018.
Represents 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.
BPH, 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.
Represents shares held by Berkshire Investors.
Represents shares held by Berkshire Investors III.