| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VZIO | Class A Common Stock | Disposed to Issuer | -66.5K | -82.53% | 14.1K | Dec 3, 2024 | Direct | F1, F2 | ||
| transaction | VZIO | Class A Common Stock | Disposed to Issuer | -14.1K | -100% | 0 | Dec 3, 2024 | Direct | F2, F3 |
Vicky Free is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated February 19, 2024, by and among the Issuer, Walmart Inc., a Delaware corporation ("Parent"), and Vista Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on December 3, 2024, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the shares of Class A Common Stock reported on this Form 4 were cancelled and converted into the right to receive $11.50 in cash per share without interest (the "Merger Consideration"), subject to applicable withholding taxes and the terms and conditions of the Merger Agreement. |
| F2 | These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer. |
| F3 | Pursuant to the Merger Agreement, each RSU award held by a non-employee director that was outstanding and unvested as of immediately before the effective time of the Merger (a "Director RSU Award") accelerated and became fully vested. At the effective time of the Merger, each Director RSU Award was cancelled in exchange for the right to receive an amount in cash equal to the product of (1) the Merger Consideration multiplied by (2) the total number of shares of Issuer's Class A Common Stock covered by such Director RSU Award, subject to applicable withholding taxes. |
The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.