UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





(Mark One)


ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended April 1, 2016


OR


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number: 001-36040





Fox Factory Holding Corp.


(Exact Name of Registrant as Specified in Its Charter)





Delaware26-1647258(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.)915 Disc DriveScotts Valley, CA95066(Address of Principal Executive Offices)(Zip Code)


(831) 274-6500


(Registrant’s Telephone Number, Including Area Code)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ̈Accelerated filerýNon-accelerated filer ̈(Do not check if a smaller reporting company)Smaller reporting company ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No ý


As of April 29, 2016, there were 36,554,135 shares of the Registrant’s common stock outstanding.











---










EXPLANATORY NOTE





Fox Factory Holding Corp. is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the three months ended


April 1, 2016, filed with the Securities and Exchange Commission on May 4, 2016, solely to make a clerical correction to the disclosure on the cover page of the Form 10-Q regarding the number of shares outstanding at April 29, 2016. Other than as described above, no changes were made to the Quarterly Report on Form 10-Q as filed on May 4, 2016.











---










PART II





ITEM 6. EXHIBITS





The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q/A and are listed on the “Exhibit Index” immediately following the Signatures.














---










SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





FOX FACTORY HOLDING CORP.May 5, 2016By:/s/ Zvi GlasmanZvi Glasman, Chief Financial Officer(Principal Financial and Accounting Officer)











---










EXHIBIT INDEX


Exhibit NumberExhibit Description31.1Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended