SEC Form 4: Santiago Todd M returned $13,234,296 worth of shares to the company (1,102,858 units at $12.00), closing all direct ownership in the company to cover withholding tax

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SEC FORM 4 SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Santiago Todd M

(Last) (First) (Middle)
C/O VIVINT SMART HOME, INC.
4931 NORTH 300 WEST

(Street)
PROVO UT 84604

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vivint Smart Home, Inc. [ VVNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Revenue Officer
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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) 888,873 D $12(1) 0 D
Class A Common Stock 03/10/2023 D(1) 213,985 D $12(1) 0 I See Footnote(2)
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 (3) 03/10/2023 D(1)(4)(5) 99,085 (5) (5) Class A Common Stock 99,085 (4) 0 D
Restricted Stock Units (3) 03/10/2023 D(1)(4)(6) 54,506 (6) (6) Class A Common Stock 54,506 (4) 0 D
Restricted Stock Units (3) 03/10/2023 D(1)(4)(7) 349,650 (7) (7) Class A Common Stock 349,650 (4) 0 D
Restricted Stock Units (3) 03/10/2023 D(1)(4)(8) 147,321 (8) (8) Class A Common Stock 147,321 (4) 0 D
Restricted Stock Units (3) 03/10/2023 D(1)(4)(9) 54,506 (9) (9) Class A Common Stock 54,506 (4) 0 D
Restricted stock units (3) 03/10/2023 D(1)(4)(10) 147,321 (10) (10) Class A Common Stock 147,321 (4) 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. Reflects securities held by a trust for the benefit of the Reporting Person's family of which the Reporting Person is a trustee.
3. 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.
4. 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.
5. Reflects an initial grant of 396,341 RSUs. The remaining grant vests on January 17, 2024.
6. Reflects an initial grant of 109,012 RSUs. The remaining grant vests in two equal annual installments beginning on March 1, 2024.
7. Reflects an initial grant of 466,200 RSUs. The remaining grant vests in three equal annual installments beginning on September 1, 2023.
8. Reflects an initial grant of 196,429 RSUs. The remaining grant vests in three equal annual installments beginning on March 1, 2024.
9. 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 27,253 shares of Common Stock (less amounts withheld for tax withholding) and 81,759 RSUs that were scheduled to vest in three equal annual installments beginning on March 1, 2023. On March 1, 2023, 27,253 RSUs vested and settled into shares of Common Stock and the remaining grant vests in two equal annual installments beginning on March 1, 2024.
10. 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 49,107 shares of Common Stock of the Issuer (less amounts withheld for tax withholding) and will receive 147,321 shares (or the cash-equivalent thereof) in three equal annual installments beginning on March 1, 2024.
Remarks:
/s/ Garner B. Meads, III, as Attorney-in-Fact 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.
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