H&F Corporate Investors VIII, Ltd. - Jun 14, 2024 Form 4 Insider Report for Snap One Holdings Corp. (SNPO)

Role
10%+ Owner
Signature
H&F CORPORATE INVESTORS VIII, LTD. By: /s/ Jacob Best Name: Jacob Best Title: Vice President
Stock symbol
SNPO
Transactions as of
Jun 14, 2024
Transactions value $
-$595,812,676
Form type
4
Date filed
6/14/2024, 05:00 PM
Previous filing
Dec 8, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNPO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$256M -23.9M -100% $10.75 0 Jun 14, 2024 See Footnotes F1, F2, F8
transaction SNPO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$115M -10.7M -100% $10.75 0 Jun 14, 2024 See Footnotes F1, F3, F8
transaction SNPO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$21.8M -2.02M -100% $10.75 0 Jun 14, 2024 See Footnotes F1, F4, F8
transaction SNPO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$6.53M -608K -100% $10.75 0 Jun 14, 2024 See Footnotes F1, F5, F8
transaction SNPO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$1.34M -125K -100% $10.75 0 Jun 14, 2024 See Footnotes F1, F6, F8
transaction SNPO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$195M -18.1M -100% $10.75 0 Jun 14, 2024 See Footnotes F1, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

H&F Corporate Investors VIII, Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On June 14, 2024, Resideo Technologies, Inc. ("Resideo") acquired the Issuer pursuant to an Agreement and Plan of Merger, dated as of April 14, 2024 (the "Merger Agreement"), by and among the Issuer, Resideo and Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Resideo ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Resideo. At the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Issuer common stock, par value $0.01 per share (the "Common Stock") (other than certain Excluded Shares (as defined in the Merger Agreement)) automatically converted into the right to receive $10.75 per share in cash, without interest and less any applicable withholding taxes.
F2 Reflects securities directly held by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII").
F3 Reflects securities directly held by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel").
F4 Reflects securities directly held by HFCP VIII (Parallel-A), L.P. ("HFCP VIII Parallel-A").
F5 Reflects securities directly held by H&F Executives VIII, L.P. ("H&F VIII Executives").
F6 Reflects securities directly held by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds").
F7 Reflects securities directly held by H&F Copper Holdings VIII, L.P. ("Copper Holdings"), the general partner of which is H&F Copper Holdings VIII GP, LLC, the managing member of which is HFCP VIII.
F8 Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of H&F VIII has investment discretion over the shares held by the H&F VIII Funds and Copper Holdings. Each of the members of the board of directors disclaims beneficial ownership of such shares, except to the extent of any respective pecuniary interest therein.

Remarks:

The Reporting Persons state that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.