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* Mitchell Goodman		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) Sr. Vice President, General Counsel and Secretary
(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 04/01/03
(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 Stock*	04/01/03		A		1,000.00	A		1,147.000	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

Explanation of Responses:
*Issuance of shares under Performance Share Award Agreement.

Mitchell Goodman

**Signature of Reporting Person

04/02/03
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