| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | REZI | Series A Preferred Stock | Jun 14, 2024 | Common Stock | 18.6M | $26.92 | Direct | F1, F2, F3, F4 | ||||||
| holding | REZI | Series A Preferred Put Option (Obligation to Sell) | Jun 14, 2024 | Series A Preferred | Direct | F5 |
| Id | Content |
|---|---|
| F1 | The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Resideo Technologies, Inc. (the "Issuer") is convertible at any time at the option of the holder and has no expiration date. |
| F2 | The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Issuer's common stock (the "common stock") if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis. |
| F3 | CD&R Channel Holdings, L.P. ("CD&R Stockholder") directly owns 500,000 shares of Series A Preferred Stock, which are convertible into shares of the Issuer's common stock at an initial conversion price per share of $26.92, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event. |
| F4 | CD&R Investment Associates XII, Ltd. ("CD&R Holdings GP") is the general partner of CD&R Stockholder and may be deemed to beneficially own the reported securities. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee (the "Investment Committee") of limited partners of CD&R Associates XII, L.P. ("CD&R Associates"), which may be deemed to beneficially own the reported securities. Each of CD&R Holdings GP and CD&R Associates, as well as each member of the Investment Committee, expressly disclaims beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein. |
| F5 | The Form 3 filed on June 24, 2024 (the "Original Filing") is being amended to report an option arrangement (the "Option") between CD&R Stockholder and a certain individual (the "Consultant") who provides consulting services to CD&R Stockholder and its affiliates, which was inadvertently omitted from the Original Filing. Pursuant to the Option, the Consultant has a right to acquire up to 1,500 shares of Series A Preferred Stock from the CD&R Stockholder at a price equal to the $1,000 per share liquidation preference, as may be adjusted from time to time pursuant to the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock establishing the Series A Preferred Stock. The Option does not have a stated expiration date. |