SEC Form SC 13D/A filed by Vivint Smart Home Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 2 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Mosaic Investor LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,357,339
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,357,339
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,357,339
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.1%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The calculation is based on the 213,382,168 shares of Class A common stock, par value $0.0001 per share (“Common Stock”) of Vivint Smart Home, Inc. (the “Issuer”)
outstanding as of November 7, 2022.
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Mosaic Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
13.0%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
Reflects 2,966,667 shares of Common Stock of the Issuer issuable upon the exercise of private placement warrants (“Warrants”) of the Issuer.
|
** |
The calculation is based on the 213,382,168 shares of Common Stock of the Issuer outstanding as of November 7, 2022 (adjusted to reflect 2,966,667 shares of Common Stock
issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FIG LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
13.0%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
Reflects 2,966,667 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer.
|
|
|
** |
The calculation is based on the 213,382,168 shares of Common Stock of the Issuer outstanding as of November 7, 2022 (adjusted to reflect 2,966,667 shares of Common Stock
issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Operating Entity I LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
13.0%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
Reflects 2,966,667 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer.
|
|
|
** |
The calculation is based on the 213,382,168 shares of Common Stock of the Issuer outstanding as of November 7, 2022 (adjusted to reflect 2,966,667 shares of Common
Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 6 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FIG Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
13.0%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
Reflects 2,966,667 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer.
|
|
|
** |
The calculation is based on the 213,382,168 shares of Common Stock of the Issuer outstanding as of November 7, 2022 (adjusted to reflect 2,966,667 shares of Common
Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 7 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Investment Group LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,127,227*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
13.0%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
Reflects 2,966,667 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer.
|
|
|
** |
The calculation is based on the 213,382,168 shares of Common Stock of the Issuer outstanding as of November 7, 2022 (adjusted to reflect 2,966,667 shares of Common
Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
Exhibit No.
|
Description
|
99.13 | Voting and Support Agreement, dated as of December 6, 2022, by and among NRG Energy Inc., Fortress Mosaic Sponsor LLC, Fortress Mosaic Investor LLC, and Fortress Mosaic Anchor LLC. |
Fortress Mosaic Investor LLC
|
|||
By:
|
/s/ David N. Brooks |
||
Name:
|
David N. Brooks
|
||
Title:
|
Secretary
|
||
Fortress Mosaic Holdings LLC
|
|||
By:
|
/s/ David N. Brooks | ||
Name:
|
David N. Brooks
|
||
Title:
|
Secretary
|
||
FIG LLC
|
|||
By:
|
/s/ David N. Brooks | ||
Name:
|
David N. Brooks
|
||
Title:
|
Secretary & General Counsel
|
||
Fortress Operating Entity I LP
|
|||
By: |
FIG Corp., its general partner | ||
By:
|
/s/ David N. Brooks | ||
Name:
|
David N. Brooks
|
||
Title:
|
Secretary & General Counsel
|
||
FIG Corp.
|
|||
By:
|
/s/ David N. Brooks | ||
Name:
|
David N. Brooks
|
||
Title:
|
Secretary & General Counsel
|
||
Fortress Investment Group LLC
|
|||
By:
|
/s/ David N. Brooks | ||
Name:
|
David N. Brooks
|
||
Title:
|
Secretary & General Counsel
|
Name
|
Present Principal Occupation
|
|
Peter L. Briger, Jr.
|
Chairman
|
|
Constantine M. Dakolias
|
President
|
|
Marc K. Furstein
|
Chief Operating Officer
|
|
William A. Covino
|
Chief Financial Officer
|
|
Jennifer Sorkin
|
Treasurer
|
|
David N. Brooks
|
Secretary
|
|
Alexander Gillette
|
Assistant Secretary
|
Name
|
Present Principal Occupation
|
|
|
Wesley R. Edens
|
Class A Director, Principal and Co-Chief Executive Officer
|
|
Peter L. Briger, Jr.
|
Class A Director, Principal and Co-Chief Executive Officer
|
|
Randal A. Nardone
|
Class A Director and Principal
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
|
George Wellde
|
Class A Director
|
|
Michael Rantz
|
Class A Director
|
|
Yoshimitsu Goto
|
Class B Director
|
|
Rajeev Misra
|
Class B Director
|
|
Jane Dietze
|
Class A Director
|
Hani Barhoush
|
Class A Director
|
|
Michael Morell
|
Class A Director and Security Director
|
Name
|
Present Principal Occupation
|
|
Wesley R. Edens
|
Principal and Co-Chairman of the Board of Directors
|
|
Peter L. Briger, Jr.
|
Principal and Co-Chairman of the Board of Directors
|
|
Randal A. Nardone
|
Chief Executive Officer, Principal and Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
Name
|
Present Principal Occupation
|
|
FIG Corp.
|
General Partner of Fortress Operating Entity I LP
|
Name
|
Present Principal Occupation
|
|
Wesley R. Edens
|
Principal and Co-Chairman of the Board of Directors
|
|
Peter L. Briger, Jr.
|
Principal and Co-Chairman of the Board of Directors
|
|
Randal A. Nardone
|
Chief Executive Officer, Principal and Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|