SEC Form 4: Meads Garner B. Iii returned $1,298,160 worth of shares to the company (108,180 units at $12.00), closing all direct ownership in the company (for tax liability)
$VVNT
Security Systems Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Vivint Smart Home, Inc. [ VVNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 03/10/2023 | D(1) | 108,180 | D | $12(1) | 0 | D | |||
|
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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Units | (2) | 03/10/2023 | D(1)(3)(4) | 5,549 | (4) | (4) | Class A Common Stock | 5,549 | (3) | 0 | D | ||||
| Restricted Stock Units | (2) | 03/10/2023 | D(1)(3)(5) | 7,267 | (5) | (5) | Class A Common Stock | 7,267 | (3) | 0 | D | ||||
| Restricted Stock Units | (2) | 03/10/2023 | D(1)(3)(6) | 7,267 | (6) | (6) | Class A Common Stock | 7,267 | (3) | 0 | D | ||||
| Restricted Stock Units | (2) | 03/10/2023 | D(1)(3)(7) | 19,424 | (7) | (7) | Class A Common Stock | 19,424 | (3) | 0 | D | ||||
| Restricted Stock Units | (2) | 03/10/2023 | D(1)(3)(8) | 68,908 | (8) | (8) | Class A Common Stock | 68,908(9) | (3) | 0 | D | ||||
| Restricted Stock Units | (2) | 03/10/2023 | D(1)(3)(10) | 42,857 | (10) | (10) | Class A Common Stock | 42,857 | (3) | 0 | D | ||||
| Restricted stock units | (2) | 03/10/2023 | D(1)(3)(11) | 42,857 | (11) | (11) | Class A Common Stock | 42,857 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. On March 10, 2023, NRG Energy, Inc. ("NRG") acquired Vivint Smart Home, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of December 6, 2022 (the "Merger Agreement") by and among the Issuer, NRG and Jetson Merger Sub, Inc., a wholly owned subsidiary of NRG ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of NRG. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $12.00 per share in cash, without interest (the "Merger Consideration"). |
| 2. Each restricted stock unit ("RSU") represented a contingent right to receive one share of Common Stock. The RSUs were to be settled in either Common Stock or cash. |
| 3. Pursuant to the Merger Agreement, unvested RSUs of the Issuer were automatically converted into a number of NRG RSUs calculated as the product of (i) the number of shares underlying such Issuer RSU award and (ii) the ratio of the Merger Consideration divided by the average of the closing sales price of NRGs common stock, par value $0.01 per share for the ten (10) consecutive full trading days ending on the trading day immediately preceding the closing date (the "Exchange Ratio"). Such NRG RSUs will continue to be subject to the same terms and conditions (including vesting and termination treatment) as were applicable to the Issuer RSUs. |
| 4. Reflects an initial grant of 22,195 RSUs. The remaining grant vests on January 17, 2024. |
| 5. Reflects performance-based RSUs previously granted to the Reporting Person, the performance of which was certified on March 1, 2022. Upon certification of the award, the Reporting Person immediately vested and settled into 3,634 shares of Common Stock (less amounts withheld for tax withholding) and 10,901 RSUs that were scheduled to vest in three equal annual installments beginning on March 1, 2023. On December 28, 2022, 3,634 RSUs vested and settled into 3,634 shares of Common Stock (less amounts withheld for tax withholding) on an accelerated basis to mitigate certain adverse tax consequences under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the Merger. The remaining grant vests in two equal annual installments beginning on March 1, 2024. |
| 6. Reflects an initial grant of 14,535 RSUs. The remaining grant vests in two equal annual installments beginning on March 1, 2024. |
| 7. Reflects an initial grant of 38,850 RSUs. The remaining grant vests in two equal annual installments beginning on September 1, 2024. |
| 8. Reflects an initial grant of 137,817 RSUs. The remaining grant vests in two equal annual installments beginning on December 2, 2024. |
| 9. Reflects corrected RSU ownership. The Form 4 filed on December 30, 2022 incorrectly stated the amount of securities beneficially owned following the reported transaction was 103,363 when it should have been 68,908. |
| 10. Reflects an initial grant of 57,143 RSUs. The remaining grant vests in three equal annual installments beginning on March 1, 2024. |
| 11. Reflects performance-based RSUs previously granted to the Reporting Person, the performance of which was certified on March 1, 2023. Upon certification of the award, the Reporting Person received 14,286 shares of Common Stock of the Issuer (less amounts withheld for tax withholding) and will receive 42,857 shares (or the cash-equivalent thereof) in three equal annual installments beginning on March 1, 2024. |
| Remarks: |
| Title: Chief Legal Officer and Secretary |
| /s/ Garner B. Meads, III | 03/14/2023 | |
| ** Signature of Reporting Person | 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||