SEC Filing | National Vision, Inc.

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Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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	OMB APPROVAL
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1. Name and Address of Reporting Person* Gross Paul L.		2. Issuer Name and Ticker or Trading Symbol National Vision, Inc. (NVI)					6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___ Director ___ 10% Owner X Officer (give ___ Other (specify title below) below) Senior Vice President
(Last) (First) (Middle) 296 Grayson Highway		3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)		4. Statement for Month/Day/Year 11/15/02
(Street) Lawrenceville, GA 30045				5. If Amendment, Date of Original (Month/Day/Year)			7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person ___ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Transactions(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)		Code	V	Amount	(A) or (D)	Price
Common	11/15/2002		P	V	3,000	A	$0.32	3,000	D

FORM 4 (continued)

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
   (Month/Day
   Year)

3A. Deemed
       Execution
       Date,
       if any
     (Month/Day
     Year)

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

(Month/Day/Year)

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
      Securities
      Beneficially
      Owned at
      End of
      Month
      (Instr. 4)

11. Nature
      of
      Indirect
      Beneficial
      Ownership
      (Instr.
       4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Employee
Stock
Option--
Right to
Buy

$1.00

08/22/02

9,000

(1)

08/22/12

Common

9,000

Explanation of Responses:
_____________________________
_____________________________
_____________________________

/s/ Mitchell Goodman

Mitchell Goodman for Paul L. Gross
**Signature of Reporting Person

11/18/02
Date

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure