Resideo Technologies Inc.
11/18/2024 | Press release | Distributed by Public on 11/18/2024 16:26
Initial Statement of Beneficial Ownership - Form 3
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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| 1. Title of Derivate Security | 2. Date Exercisable and Expiration Date | 3. Title and Amount of Securities Underlying Derivative Security | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 6. Nature of Indirect Beneficial Ownership |
| Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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CD&R Channel Holdings II, L.P. C/O MAPLES CORPORATE SERVICES LTD, P.O. BOX 309, UGLAND HOUSE, S CHURCH ST GEORGE TOWN, E9KY1-1104 |
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Signatures
| CD&R Channel Holdings II, L.P. By: CD&R Investment Associates XII, Ltd., its general partner /s/ Rima Simson, VP, Treas. And Sec. | 2024-11-18 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Resideo Technologies, Inc. (the "Issuer") is convertible at any time at the option of the holder and has no expiration date. |
| (2) | The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Issuer's common stock (the "common stock") if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.0% per annum, payable in cash or in-kind by adding the dividend to the accumulated amount of the Series A Preferred Stock, provided that, in the case of certain triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 10.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis. |
| (3) | The Series A Preferred Stock is convertible into shares of the Issuer's common stock at an initial conversion price per share of $26.92, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event. |
| (4) | CD&R Channel Holdings, L.P. directly owns the reported shares of Series A Preferred Stock and is wholly-owned by CD&R Channel Holdings II, L.P. CD&R Channel Holdings II, L.P. expressly disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein. |