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Filing Details

Accession Number:: 0000919574-18-005037
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-08-01 16:15:51
Reporting Period:: 2018-07-30

Accepted Time:: 2018-08-01 16:15:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1710155	National Vision Holdings Inc.	EYE	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1225729	Randolph D Peeler	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116		Yes	No	No	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	2018-07-30	2,633,406	$38.26	4,810,454	No	4	S	Indirect	By Berkshire Fund VI, Limited Partnership
Common Stock	Disposition	2018-07-30	34,215	$38.26	62,499	No	4	S	Indirect	By Berkshire Investors LLC
Common Stock	Disposition	2018-07-30	13,936	$38.26	25,458	No	4	S	Indirect	By Berkshire Investors III LLC

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

Footnotes

In 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, KKR Capital Markets LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Guggenheim Securities, LLC, Mizuho Securities USA LLC and Macquarie Capital (USA) Inc. pursuant to an underwriting agreement and final prospectus supplement, each dated July 25, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 2,633,406, 34,215 and 13,936 shares of Common Stock, respectively, at $38.2594 per share. The Secondary Offering closed on July 30, 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. The Reporting Person was previously a 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.
Represents shares held by Berkshire Investors LLC ("Berkshire Investors"). The Reporting Person was previously a 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.
Represents shares held by Berkshire Investors III LLC ("Berkshire Investors III"). The Reporting Person was previously a 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.