FORM 4 [ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Brandman Jared
2. Issuer Name and Ticker or Trading Symbol

National Vision Holdings, Inc. [ EYE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, GC and Secretary
(Last)          (First)          (Middle)

C/O NATIONAL VISION HOLDINGS, INC., 2435 COMMERCE AVENUE, BLDG. 2200
3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2021
(Street)

DULUTH, GA 30096-4980
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/18/2021  M  5488 A$0 (1)12594 (2)D  
Common Stock 11/18/2021  F  2476 D (3)10118 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)11/18/2021  M     5488   (4) (4)Common Stock 5488.0 $0 8603 D  

Explanation of Responses:
(1) Each restricted stock unit represents a contingent right to receive one share of NVHI common stock.
(2) These shares include 2,220 shares that were acquired pursuant to the employee stock purchase plan, which acquisitions are exempt from Section 16.
(3) On November 18, 2021, 5,488 restricted stock units vested and 2,476 shares of the Company's common stock were withheld to satisfy tax withholding obligations. The closing price on November 18, 2021 of the Company's common stock on NASDAQ was $48.330 per share.
(4) On November 18, 2019, the reporting person was granted 5,488 restricted stock units, which will vest in three installments, with 5,488 shares vesting on the second anniversary of the grant date, 2,744 shares vesting on the third anniversary of the grant date and 2,745 shares vesting on the fourth anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Brandman Jared
C/O NATIONAL VISION HOLDINGS, INC.
2435 COMMERCE AVENUE, BLDG. 2200
DULUTH, GA 30096-4980


SVP, GC and Secretary

Signatures
/s/ Jared Brandman11/22/2021
**Signature of Reporting PersonDate

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