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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Vanderbrink Jason R
(Last) (First) (Middle)
900 EHLEN DRIVE
(Street)
ANOKA MN 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-CEO
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)
Code V Amount (A) or (D) Price
Common Stock 11/27/2024 D 345,063 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (4) 11/27/2024 A 120,088 (4) (4) Common Stock 120,088 (4) 120,088 D
Performance Stock Units (4) 11/27/2024 D 120,088 (4) (4) Common Stock 120,088 (4) 0 D
Employee Stock Option (right to buy) (5) 11/27/2024 D 12,616 (5) (5) Common Stock 12,616 (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 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") either (a) vested and was canceled in exchange for a lump-sum cash payment, without interest, 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 or (b) was canceled and converted into a time-based restricted cash award representing the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such RSU as of immediately prior to the Effective Time and (ii) the Pre-Closing Stock Price.
4. Pursuant to the Merger Agreement, each performance stock unit ("PSU") either (a) vested and was canceled in exchange for a lump-sum cash payment, without interest, equal to the Pre-Closing Stock Price, less any applicable withholding for taxes or (b) was canceled and converted into a time-based restricted cash award representing the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such PSU as of immediately prior to the Effective Time and (ii) the Pre-Closing Stock Price, in all cases, with performance conditioned deemed achieved as of the Effective Time as follows: (x) 100% of target performance, in respect of fiscal year 2024-2026 awards and Special Retention PSUs and (y) 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.
/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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