Sec Form 13G Filing - Avalon Capital Group II LLC filing for Vizio Holding Corp. (VZIO) - 2022-02-11

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP NO. 92858V 10 1

1

Name of Reporting Persons.

I.R.S. Identification No. of above person (entities only).

V-TW Holdings, LLC

61-1863576

2

Check the Appropriate Box if a Member of a Group

                                                             (a) ☐

                                                             (b) ☐

3

SEC Use Only

4

Citizenship or Place of Organization

State of Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

5

Sole Voting Power:

11,223,057

6

Shared Voting Power:

-0-

7

Sole Dispositive Power:

11,223,057

8

Shared Dispositive Power:

-0-

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,223,057

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

11

Percent of Class Represented by Amount in Row (9)

10.1%

12

Type of Reporting Person

OO

CUSIP NO. 92858V 10 1

1

Name of Reporting Persons.

I.R.S. Identification No. of above person (entities only).

Avalon Capital Group II, LLC

81-4598761

2

Check the Appropriate Box if a Member of a Group

                                                             (a) ☐

                                                             (b) ☐

3

SEC Use Only

4

Citizenship or Place of Organization

State of Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

5

Sole Voting Power:

-0-

6

Shared Voting Power:

11,223,057

7

Sole Dispositive Power:

-0-

8

Shared Dispositive Power:

11,223,057

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,223,057

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

11

Percent of Class Represented by Amount in Row (9)

10.1%

12

Type of Reporting Person

OO

CUSIP NO. 92858V 10 1

1

Name of Reporting Persons.

I.R.S. Identification No. of above person (entities only).

Theodore W. Waitt

2

Check the Appropriate Box if a Member of a Group

                                                             (a) ☐

                                                             (b) ☐

3

SEC Use Only

4

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

5

Sole Voting Power:

-0-

6

Shared Voting Power:

11,223,057

7

Sole Dispositive Power:

-0-

8

Shared Dispositive Power:

11,223,057

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,223,057

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

11

Percent of Class Represented by Amount in Row (9)

10.1%

12

Type of Reporting Person

IN

Item 1.

Name of Issuer:

Vizio Holding Corp. (the “Issuer”)

b.

Address of Issuer’s Principal Executive Offices:

39 Tesla

Irvine, CA 92618

Item 2.

a.

Name of Person Filing:

V-TW Holdings, LLC (the “V-TW”)

Avalon Capital Group II, LLC (“Avalon II”)

Theodore W. Waitt (“Mr. Waitt”)

b.

Address of Principal Business Office:

801 River Drive

North Sioux City, SD 57049

c.

Citizenship: State of South Dakota, U.S.A.

d.

Title of Class of Securities:

Class A Common Stock, par value $0.0001

e.

CUSIP Number:

92858V 10 1

Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n): N/A

a.

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

b.

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

c.

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

d.

Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8);

e.

Investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E);

f.

Employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F);

g.

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Parent holding company or control person in accordance with section 240.13d-1(b)(ii)(G);

h.

Savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

i.

Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

j.

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Non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J);

k.

Group, in accordance with section 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

a.

Amount Beneficially Owned:

V-TW:         11,223,057

Avalon II:    11,223,057
Mr. Waitt:    11,223,057

b.

Percent of Class:

V-TW:      10.1%

Avalon II: 10.1%

Mr. Waitt: 10.1%

c.

Number of shares as to which such person has:

i.

Sole power to vote or to direct the vote:   

V-TW:      11,223,057
Avalon II: -0-
Mr. Waitt: -0-

ii.

Shared power to vote or to direct the vote:

V-TW:      -0-
Avalon II: 11,223,057
Mr. Waitt: 11,223,057

iii.

Sole power to dispose or to direct the disposition of:

V-TW: 11,223,057
Avalon II: -0-
Mr. Waitt: -0-

iv.

Shared power to dispose or to direct the disposition of:

V-TW: -0-
Avalon II: 11,223,057
Mr. Waitt: 11,223,057

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Other than as described on Item 4, the members of V-TW (which are comprised of two trusts, created for the benefit of Mr. Waitt and his children, and a third party donor advised fund) have the right to receive portions of the proceeds from the sale of the 11,223,057 shares of the Issuer’s Class A Common Stock held by V-TW.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certifications

N/A

V-TW Holdings, LLC

By:

/s/ David C. Stoos

David C. Stoos, Authorized Representative

Avalon Capital Group II , LLC

By:

/s/ David C. Stoos

David C. Stoos, Authorized Representative

/s/ Theodore W. Waitt

Theodore W. Waitt