Sec Form 4 Filing - Kowalski Mark Ryan @ Vista Outdoor Inc. - 2024-11-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Kowalski Mark Ryan
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)
Chief Accounting Officer
(Last) (First) (Middle)
900 EHLEN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/27/2024
(Street)
ANOKA, MN55303
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 11/27/2024 D 71,250 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units ( 4 ) 11/27/2024 A 11,392 ( 4 ) ( 4 ) Common Stock 11,392 ( 4 ) 11,392 D
Performance Stock Units ( 4 ) 11/27/2024 D 11,392 ( 4 ) ( 4 ) Common Stock 11,392 ( 4 ) 0 D
Employee Stock Option (right to buy) ( 5 ) 11/27/2024 D 3,508 ( 5 ) ( 5 ) Common Stock 3,508 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kowalski Mark Ryan
900 EHLEN DRIVE
ANOKA, MN55303
Chief Accounting Officer
Signatures
/s/ Jeffrey Ehrich, attorney-in-fact 11/27/2024
Signature of Reporting Person Date
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 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, each restricted stock unit ("RSU") vested and was canceled in exchange for a lump-sum cash payment equal to the Issuer's stock price immediately prior to the Effective Time (as defined in the Merger Agreement) (the "Pre-Closing Stock Price"), less any applicable withholding for taxes.
( 4 )Pursuant to the Merger Agreement, each performance stock unit ("PSU") vested and was canceled in exchange for a lump-sum cash payment, without interest, equal to the product of (i) the number of shares of Common Stock underlying such PSU immediately prior to the Effective Time and (ii) the Pre-Closing Stock Price, less any applicable withholding for taxes, with performance criteria, as applicable, deemed achieved as follows: (a) 100% of target performance, in respect of fiscal year 2024-2026 awards and Special Retention PSUs and (b) 33.33% of target performance, in respect of fiscal year 2023-2025 awards.
( 5 )Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was canceled in exchange for a lump-sum cash payment, without interest, equal to the product (if any) of (i) the number of shares of Common Stock for which such option had not been exercised and (ii) the excess of the Pre-Closing Stock Price over the exercise price per share of such option, less any applicable withholding for taxes.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.