FOX FACTORY HOLDING CORP — Director's Dealing 2014

Jul 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOX FACTORY HOLDING CORP (FOXF)
CIK: 0001424929
Period of Report: 2014-07-16

Reporting Person: Fox Robert (Bob) Jr (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-16	Common Stock	S	817607	$14.6708	Disposed	2765657	Direct

Footnotes

F1: In connection with the follow-on offering ("Follow-on Offering") of common stock, par value $0.001 per share (the "Common Stock") of the Issuer, Reporting Person, as a selling stockholder, pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus, each dated July 10, 2014, sold 817,607 shares of Common Stock at $14.6708 per share, which represents the $15.50 Follow-on Offering price per share of Common Stock, less the underwriters' discount of $0.8292.

F2: Pursuant to the Underwriting Agreement and in connection with the Follow-on Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase an additional 116,045 shares of Common Stock from the Reporting Person, as a selling stockholder. The Over-Allotment Option closed simultaneously with the Follow-on Offering on July 16, 2014.