Fox Factory Holding Corp. Common Stock the Selling Stockholders Identified in This Prospectus Are Selling 5,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-196945 Prospectus 5,000,000 shares Fox Factory Holding Corp. Common stock The selling stockholders identified in this prospectus are selling 5,000,000 shares of common stock. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. Our common stock is listed on the NASDAQ Global Select Market under the symbol “FOXF.” On July 10, 2014, the last sale price of our common stock as reported on the Nasdaq Global Select Market was $15.69 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and, as such, are subject to reduced public company reporting requirements. Per share Total Public offering price $15.50 $77,500,000 Underwriting discounts and commissions(1) $0.8292 $4,146,000 Proceeds to selling stockholders, before expenses $14.6708 $73,354,000 (1) We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting”. Delivery of the shares of common stock is expected to be made on or about July 16, 2014. The selling stockholders identified in this prospectus have granted the underwriters an option for a period of 30 days to purchase, on the same terms and conditions as set forth above, up to an additional 750,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by these selling stockholders if the underwriters exercise their option to purchase additional shares of common stock. Investing in our common stock involves substantial risk. Please read “ Risk factors ” beginning on page 12. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. BofA Merrill Lynch Baird William Blair Piper Jaffray SunTrust Robinson Humphrey CJS Securities The date of this prospectus is July 10, 2014 TABLE OF CONTENTS Prospectus Page Prospectus Summary 1 The Offering 7 Summary Consolidated Financial Data 8 Risk Factors 12 Special Note Regarding Forward-Looking Statements 28 Use of Proceeds 29 Market Price of our Common Stock 29 Dividend Policy 29 Capitalization 30 Selected Consolidated Financial Data 30 Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Business 53 Management 64 Certain Relationships and Related Party Transactions 67 Principal and Selling Stockholders 71 Description of Capital Stock 73 Shares Eligible for Future Sale 77 Material U.S. Federal Income Tax Consequences to Non-U.S. holders 78 Underwriting 81 Legal Matters 87 Experts 87 Additional Information 87 Incorporation by Reference 88 Neither we, the selling stockholders, nor any of the underwriters have authorized anyone to provide any information or to make any representations other than as contained or incorporated by reference in this prospectus or in any free writing prospectuses we have prepared. We do not, and the selling stockholders and underwriters do not, take responsibility for, and provide no assurance as to, the reliability of any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of the common stock. This prospectus incorporates by reference important information. You should read this prospectus and the information incorporated by reference before deciding to invest in shares of our common stock. You may obtain this information without charge by following the instructions under “Additional Information” and “Incorporation by Reference.” To the extent there is a conflict between the information contained in this prospectus and the information contained in any document incorporated by reference herein filed prior to the date of this prospectus, you should rely on the information in this prospectus; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in the prospectus - the statement in the document having the later date modifies or supersedes the earlier statement. Prospectus summary This summary highlights selected information that is presented in greater detail elsewhere in this prospectus or incorporated by reference into this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including our consolidated financial statements and the related notes incorporated by reference in this prospectus and the information set forth under the sections entitled “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and “Business” in this prospectus, before deciding whether to purchase shares of our common stock. Unless the context otherwise requires, the terms “FOX,” the “Company” or “company,” “we,” “us,” and “our” in this prospectus refer to Fox Factory Holding Corp. and its subsidiaries, on a consolidated basis, and this “offering” refers to the offering contemplated in this prospectus. Our company We are a designer, manufacturer and marketer of high-performance suspension products used primarily on mountain bikes, side- by-side vehicles ("Side-by-Sides"), on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles ("ATVs"), snowmobiles, specialty vehicles and applications, and motorcycles. We believe our products offer innovative design, performance, durability and reliability. Through our products we enhance ride dynamics, which we define as the interplay between the rider, the vehicle and the terrain, by improving performance and control. Our brand is associated with high-performance and technologically advanced products, by which we generally mean products that provide users with improved control and a smoother ride while riding over rough terrain in varied environments. We believe that the performance of our products has been demonstrated by, and our brand benefits from, the success of professional athletes who use our products in elite competitive events, such as the Union Cycliste Internationale Mountain Bike World Cup and the X Games. We believe the exposure our products receive when used by successful professional athletes positively influences the purchasing habits of enthusiasts and other consumers seeking high-performance products. We believe that our strategic focus on the performance and racing segments in our markets influences many aspiring and enthusiast consumers who we believe seek to emulate the performance of professional and other elite athletes. We believe our products are generally sold at premium prices, which to us means manufacturer suggested retail sale prices that are generally in the upper quartile of their respective product categories. We design our products for, and market our products to, some of the world’s leading original equipment manufacturers, or OEMs, in our markets, and to consumers through the aftermarket channel. Many of our OEM customers, including Giant, Scott, Specialized and Trek in mountain bikes and BRP, Ford and Polaris in powered vehicles, are among the market leaders in their respective product categories, and help shape, as well as respond to, consumer trends in their respective categories. We believe that OEMs often prominently display and incorporate our products to improve the marketability and consumer demand for their high-performance models, which reinforces our brand image. In addition, consumers select our products in the aftermarket channel where we market through a global network of dealers and distributors. We currently sell to more than 150 OEMs and distribute our products to more than 2,500 retail dealers and distributors worldwide. In 2013, 81% of our sales resulted from sales to OEM customers and 19% resulted from sales to dealers and distributors for resale in the aftermarket channel. We have experienced strong sales and profit growth over the past several years. Our sales increased from approximately $121.5 million in 2009 to $272.7 million in 2013. Over the same period, our net income increased from approximately $5.0 million to $24.1 million. Our Adjusted EBITDA increased from approximately $30.7 million in 2011 to $49.6 million in 2013. See “Summary consolidated financial data-Non-GAAP financial measures” for the definition of Adjusted EBITDA and the reconciliation from net income to Adjusted EBITDA. Market opportunity We participate in the large global markets for mountain bikes and powered vehicles used by recreational and professional users. Today, our products for powered vehicles are used primarily on Side-by-Sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. We focus on premium priced products within each of these categories, which we consider to be the high-end segment because of their higher retail sale prices, where we believe consumers have a preference for well-designed, performance-oriented equipment. We believe that suspension systems are critical to the performance of the mountain bikes and powered vehicles in the

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