Resideo Technologies Inc.

10/15/2024 | Press release | Distributed by Public on 10/15/2024 16:47

Amendment to Initial Statement of Beneficial Ownership - Form 3/A

Ownership Submission
FORM 3/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL 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. Name and Address of Reporting Person *
CD&R Channel Holdings, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
2024-06-14 		3. Issuer Name and Ticker or Trading Symbol
RESIDEO TECHNOLOGIES, INC. [REZI]
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LTD, P.O , BOX 309, UGLAND HOUSE, SOUTH CHURCH ST
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
2024-06-24
(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-1104
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
CD&R Channel Holdings, L.P.
C/O MAPLES CORPORATE SERVICES LTD, P.O
BOX 309, UGLAND HOUSE, SOUTH CHURCH ST
GEORGE TOWN, GRAND CAYMAN, E9KY1-1104



CD&R Investment Associates XII, Ltd.
C/O MAPLES CORPORATE SERVICES LTD, P.O
BOX 309, UGLAND HOUSE, SOUTH CHURCH ST
GEORGETOWN, GRAND CAYMAN, E9KY1-1104



CD&R Associates XII, L.P.
C/O MAPLES CORPORATE SERVICES LTD, P.O
BOX 309, UGLAND HOUSE, SOUTH CHURCH ST
GEORGETOWN, GRAND CAYMAN, E9KY1-1104



Signatures

CD&R Channel Holdings, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec. 2024-10-15
**Signature of Reporting Person Date
CD&R Investment Associates XII, Ltd.; By: /s/ Rima Simson, VP, Treas. and Sec. 2024-10-15
**Signature of Reporting Person Date
CD&R Associates XII, L.P.; By: CD&R Investment Associates XII, Ltd., its general partner; By: /s/ Rima Simson, VP, Treas. and Sec. 2024-10-15
**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) CD&R Channel Holdings, L.P. ("CD&R Stockholder") directly owns 500,000 shares of Series A Preferred Stock, which are 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 Investment Associates XII, Ltd. ("CD&R Holdings GP") is the general partner of CD&R Stockholder and may be deemed to beneficially own the reported securities. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee (the "Investment Committee") of limited partners of CD&R Associates XII, L.P. ("CD&R Associates"), which may be deemed to beneficially own the reported securities. Each of CD&R Holdings GP and CD&R Associates, as well as each member of the Investment Committee, expressly disclaims beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.
(5) The Form 3 filed on June 24, 2024 (the "Original Filing") is being amended to report an option arrangement (the "Option") between CD&R Stockholder and a certain individual (the "Consultant") who provides consulting services to CD&R Stockholder and its affiliates, which was inadvertently omitted from the Original Filing. Pursuant to the Option, the Consultant has a right to acquire up to 1,500 shares of Series A Preferred Stock from the CD&R Stockholder at a price equal to the $1,000 per share liquidation preference, as may be adjusted from time to time pursuant to the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock establishing the Series A Preferred Stock. The Option does not have a stated expiration date.
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.