Sec Form 3 Filing - CD&R Channel Holdings, L.P. @ RESIDEO TECHNOLOGIES, INC. - 2024-06-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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1. Name and Address of Reporting Person
CD&R Channel Holdings, L.P.
2. Issuer Name and Ticker or Trading Symbol
RESIDEO TECHNOLOGIES, INC. [ REZI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LTD, P.O, BOX 309, UGLAND HOUSE, SOUTH CHURCH ST
3. Date of Earliest Transaction (MM/DD/YY)
06/14/2024
(Street)
GEORGE TOWN, GRAND CAYMAN, KY1-1104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/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 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
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
Series A Cumulative Convertible Participating Preferred $ 26.92 ( 3 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 18,573,551 D ( 4 )
Relationships
Reporting Owners
Reporting Owner Name / Address
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 CAYMANKY1-1104
X
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
X
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
X
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. 06/24/2024
Signature of Reporting Person Date
CD&R Investment Associates XII, Ltd.; By: /s/ Rima Simson, VP, Treas. and Sec. 06/24/2024
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. 06/24/2024
Signature of Reporting Person Date
Explanation of Responses:
( 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 its pecuniary interest therein.

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