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 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

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1. Name and Address of Reporting Person * Compass Group Diversified Holdings LLC   2. Issuer Name and Ticker or Trading Symbol FOX FACTORY HOLDING CORP [FOXF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SIXTY ONE WILTON ROAD, SECOND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 07/16/2014 (Street) WESTPORT, CT 06880 4. If Amendment, Date Original Filed(Month/Day/Year) 6. 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 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 07/16/2014   S   4,466,569 (1) (2) D $ 14.6708 (1) 15,108,718 D (3)

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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 Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Compass Group Diversified Holdings LLC SIXTY ONE WILTON ROAD SECOND FLOOR WESTPORT, CT 06880		X

Signatures

/s/ Ryan J. Faulkingham, Chief Financial Officer		07/16/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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 4,466,569 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.
(2)	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 633,955 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.
(3)	Compass Diversified Holdings, a Delaware statutory trust, is the parent of Compass Group Diversified Holdings LLC. All shares of the common stock of the Issuer listed on Table I hereto are beneficially owned by Compass Group Diversified Holdings LLC.

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