Michael Joseph O'Donnell - Jan 26, 2023 Form 4 Insider Report for Vizio Holding Corp. (VZIO)

Role: Officer Title: Chief Revenue/Strategic Growth Officer
Signature: /s/ Jerry Huang, under power of attorney
Stock symbol: VZIO
Transactions as of: Jan 26, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/14/2023, 04:52 PM
Previous filing: Sep 8, 2022
Next filing: May 24, 2023

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
transaction	VZIO	Employee Stock Option (Right to buy)	Award	$0	+30K		$0.00	30K	Jan 26, 2023	Class A Common Stock	30K	$13.51	Direct	F1
transaction	VZIO	Employee Stock Option (Right to buy)	Award	$0	+45K	+50%	$0.00	135K	Jan 26, 2023	Class A Common Stock	45K	$8.55	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 1, 2022, the Reporting Person was granted a performance-based stock option to purchase 240,000 shares (the "2022 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024 and 2025. On January 26, 2023, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2022, resulting in the vesting of 30,000 of the 60,000 shares subject to the 2022 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2022.
F2	The Reporting Person's Form 3, filed March 24, 2021, reported a 360,000 share performance-based stock option (the "2020 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2021, 2022, 2023 and 2024. On January 26, 2023, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2022, resulting in the vesting of 45,000 of the 90,000 shares subject to the 2020 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2022.

Content

On March 1, 2022, the Reporting Person was granted a performance-based stock option to purchase 240,000 shares (the "2022 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024 and 2025. On January 26, 2023, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2022, resulting in the vesting of 30,000 of the 60,000 shares subject to the 2022 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2022.

The Reporting Person's Form 3, filed March 24, 2021, reported a 360,000 share performance-based stock option (the "2020 Option"), subject to vesting based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2021, 2022, 2023 and 2024. On January 26, 2023, the Compensation Committee of the Board of Directors of the Issuer determined that certain, but not all, of the performance targets had been achieved as of December 31, 2022, resulting in the vesting of 45,000 of the 90,000 shares subject to the 2020 Option that were eligible to vest based on the results for the fiscal year ending December 31, 2022.

Remarks:

Officer Title: Chief Revenue/Strategic Growth Officer