John Heyman - Jun 14, 2024 Form 4 Insider Report for Snap One Holdings Corp. (SNPO)

Signature
/s/ Joshua D. Ellis, Attorney-in-fact for John Heyman
Stock symbol
SNPO
Transactions as of
Jun 14, 2024
Transactions value $
-$20,599,000
Form type
4
Date filed
6/14/2024, 06:10 PM
Previous filing
May 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNPO Common Stock Gift $0 -51.8K -3.41% $0.00 1.47M Jun 14, 2024 Direct F1
transaction SNPO Common Stock Disposed to Issuer -$11.7M -1.09M -74.56% $10.75 373K Jun 14, 2024 Direct F2, F3
transaction SNPO Common Stock Disposed to Issuer -$4.01M -373K -100% $10.75 0 Jun 14, 2024 Direct F3
transaction SNPO Common Stock Award $0 +451K $0.00 451K Jun 14, 2024 Direct F4
transaction SNPO Common Stock Disposed to Issuer -$4.84M -451K -100% $10.75 0 Jun 14, 2024 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Heyman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The transaction represents a gift by the Reporting Person of 51,755 shares to two charitable organizations; 3,255 shares were gifted to The Ansley School and 48,500 shares were gifted to Pace Academy Inc.
F2 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 (the "Merger Consideration"). Any stock options held by the reporting person, if any, were cancelled in the Merger.
F3 Represents unvested restricted stock units ("RSUs") which, in accordance with the Merger Agreement and in connection with the Merger were accelerated pursuant to his severance arrangements and converted into the right to receive the Merger Consideration.
F4 Represents unvested performance-based restricted stock units ("PSUs") which, in accordance with the Merger Agreement and in connection with the Merger, were deemed earned at target and converted into unvested RSUs.