Lynn M. Utter - Nov 27, 2024 Form 4 Insider Report for Vista Outdoor Inc. (VSTO)

Role: Director
Signature: /s/ Jeffrey Ehrich, attorney-in-fact
Stock symbol: VSTO
Transactions as of: Nov 27, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/27/2024, 03:20 PM
Previous filing: Oct 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VSTO	Common Stock	Disposed to Issuer		-18.2K	-100%		0	Nov 27, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VSTO	Deferred Stock Units	Disposed to Issuer		-26.5K	-100%		0	Nov 27, 2024	Common Stock	26.5K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lynn M. Utter is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On November 27, 2024 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2023 (as amended, the "Merger Agreement"), among the Issuer, Revelyst, Inc. ("Revelyst"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of the Issuer's common stock ("Common Stock") (other than (a) any such shares of Common Stock held by the Issuer, its subsidiaries or CSG Elevate II Inc. and (b) any Appraisal Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) one fully paid and non-assessable share of common stock, par value $0.01 per share, of Revelyst ("Revelyst Common Stock") and (ii) $25.75 in cash.
F2	Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023, effective as of immediately prior to the Effective Time, each deferred stock unit ("DSU"), whether vested or unvested, was canceled and replaced with a deferred stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the DSU multiplied by a fraction, the numerator of which is the closing price per share of the Common Stock trading "regular way with due bills" during the last full trading session immediately prior to the Closing Date and the denominator of which is the opening price per share of Revelyst Common Stock on the Closing Date.

Content

On November 27, 2024 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2023 (as amended, the "Merger Agreement"), among the Issuer, Revelyst, Inc. ("Revelyst"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of the Issuer's common stock ("Common Stock") (other than (a) any such shares of Common Stock held by the Issuer, its subsidiaries or CSG Elevate II Inc. and (b) any Appraisal Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) one fully paid and non-assessable share of common stock, par value $0.01 per share, of Revelyst ("Revelyst Common Stock") and (ii) $25.75 in cash.

Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023, effective as of immediately prior to the Effective Time, each deferred stock unit ("DSU"), whether vested or unvested, was canceled and replaced with a deferred stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the DSU multiplied by a fraction, the numerator of which is the closing price per share of the Common Stock trading "regular way with due bills" during the last full trading session immediately prior to the Closing Date and the denominator of which is the opening price per share of Revelyst Common Stock on the Closing Date.