Vista Outdoor Form 4 / Andrew Keegan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Keegan Andrew

(Last)

(First)

(Middle)

900 EHLEN DRIVE

(Street)

ANOKA

55303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vista Outdoor Inc. [ VSTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/27/2024		D		89,665	D	⁽¹⁾⁽²⁾⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽⁴⁾	11/27/2024		A		8,827		⁽⁴⁾	⁽⁴⁾	Common Stock	8,827	⁽⁴⁾	8,827	D
Performance Stock Units	⁽⁴⁾	11/27/2024		D			8,827	⁽⁴⁾	⁽⁴⁾	Common Stock	8,827	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	⁽⁵⁾	11/27/2024		D			2,867	⁽⁵⁾	⁽⁵⁾	Common Stock	2,867	⁽⁵⁾	0	D

Explanation of Responses:

1. On November 27, 2024 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2023 (as amended, the "Merger Agreement"), among the Issuer, Revelyst, Inc. ("Revelyst"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of the Issuer's common stock ("Common Stock") (other than (a) any such shares of Common Stock held by the Issuer, its subsidiaries or CSG Elevate II Inc. and (b) any Appraisal Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) one fully paid and non-assessable share of common stock, par value $0.01 per share, of Revelyst ("Revelyst Common Stock") and (ii) $25.75 in cash.

2. Includes restricted stock units subject to certain vesting periods and other restrictions under the Issuer's 2020 Stock Incentive Plan.

3. Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023 (the "EMA"), by and between the Issuer and Revelyst, effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each restricted stock unit ("RSU") was canceled and replaced with a restricted stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the RSU multiplied by a fraction, the numerator of which is the closing price per share of the Common Stock trading "regular way with due bills" during the last full trading session immediately prior to the Effective Time and the denominator of which is the opening price per share of Revelyst Common Stock on the Effective Date (the "Revelyst Conversion Ratio").

4. Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each performance stock unit ("PSU") (other than a Special Retention PSU) was canceled and replaced with a restricted stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the PSU multiplied by the Revelyst Conversion Ratio, and each Special Retention PSU vested, in each case, with performance criteria deemed achieved 100% of target performance.

5. Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each stock option, whether vested or unvested, was canceled and replaced with an option to purchase shares of Revelyst common stock, with the number of shares subject to each such option equal to (a) the number of shares of Common Stock issuable upon the exercise of the applicable Issuer option immediately prior to the effective time multiplied by (b) the Revelyst Conversion Ratio, and a per-share exercise price equal to (i) the per-share exercise price of the corresponding Issuer option divided by (ii) the Revelyst Conversion Ratio.

	/s/ Jeffrey Ehrich, attorney-in-fact	11/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Vista Outdoor (GEAR) Form 4Vista Outdoor / Andrew Keegan ownership change