CD&R Channel Holdings II, L.P. - Nov 8, 2024 Form 3 Insider Report for RESIDEO TECHNOLOGIES, INC. (REZI)

Role
10%+ Owner
Signature
CD&R Channel Holdings II, L.P. By: CD&R Investment Associates XII, Ltd., its general partner /s/ Rima Simson, VP, Treas. And Sec.
Stock symbol
REZI
Transactions as of
Nov 8, 2024
Transactions value $
$0
Form type
3
Date filed
11/18/2024, 05:25 PM

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
holding REZI Series A Cumulative Convertible Participating Preferred Nov 8, 2024 Common Stock 18.5M $26.92 See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 The Series A Preferred Stock is 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 Channel Holdings, L.P. directly owns the reported shares of Series A Preferred Stock and is wholly-owned by CD&R Channel Holdings II, L.P. CD&R Channel Holdings II, L.P. expressly disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.