FOX FACTORY HOLDING CORP — Director's Dealing 2014

Sep 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOX FACTORY HOLDING CORP (FOXF)
CIK: 0001424929
Period of Report: 2014-09-02

Reporting Person: ENTERLINE LARRY L (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-02	Common Stock	D	217734	$0.00	Disposed	46282	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	159659	Indirect

Footnotes

F1: Reflects the forfeiture of an aggregate of 217,734 unvested time-based restricted stock units on September 2, 2014 pursuant to the amendment of a prior Restricted Stock Unit Award Agreement between the Reporting Person and the Company. In connection with the amendment to the prior Restricted Stock Unit Award Agreement, on September 2, 2014, the Company and the Reporting Person entered into a new Restricted Stock Unit Award Agreement, pursuant to which the Company granted the Reporting Person 217,734 performance-based restricted stock units, not reported on this Form 4. These shares will be reflected on subsequent Form 4s if and when the performance criteria are met. Should all the performance-based restricted stock units granted on September 2, 2014 to the Reporting Person vest, the number of shares acquired upon such vesting will equal the number of forfeited shares reported on this Form 4.