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CommScope Holding (COMM)

Filed: 5 Apr 22, 4:15pm
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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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Watts Claudius E. IV

(Last) (First) (Middle)
C/O COMMSCOPE HOLDING COMPANY, INC.
1100 COMMSCOPE PLACE, SE

(Street)
HICKORY NC 28602

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CommScope Holding Company, Inc. [ COMM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022
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 04/01/2022 M(1) 44,000 A $0.00 544,030(2) 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 Share Units $0.00 04/01/2022 M(1) 44,000 (3) 10/01/2024 Common Stock 44,000 $0.00 154,000 D
Explanation of Responses:
1. On October 1, 2020, the reporting person was granted 220,000 performance share units, which vest upon the achievement of certain hurdles relating to the issuer's stock price ranging from a low of $15 to a high of $40, and the reporting person's continued employment with the issuer, over the four-year period from 10/01/2020 to 10/01/2024. On July 27, 2021, the $20.00 stock price hurdle was achieved and, on April 1, 2022, the continued employment requirement was met, resulting in vesting of 44,000 performance share units. The reporting person declined the opportunity to have shares withheld to cover taxes incurred in connection with the vesting of the performance share units and, instead, personally paid the required tax obligation in cash.
2. As previously reported, includes (a) 66,667 restricted stock units that were granted on 10/01/2020 and will vest ratably on 10/01/2022 and 10/01/2023, and (b) 78,400 restricted stock units that were granted on 03/01/2022 and will vest ratably on 06/01/2023, 06/01/2024 and 06/01/2025, each subject to the reporting person's continued employment with the issuer.
3. Each performance share unit reflects the right to receive one share of common stock. The performance share units vest upon the achievement of certain hurdles relating to the issuer's stock price ranging from a low of $15 to a high of $40, and the reporting person's continued employment with the issuer, over the four-year period from 10/01/2020 to 10/01/2024.
Remarks:
/s/Michael D. Coppin, under a Power of Attorney 04/05/2022
** 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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