SEC Form SC 13G filed

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Names of Reporting Persons

Solamere V Investment, LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of
Shares

Beneficially
Owned By
Each
Reporting

Person
With

Sole Voting Power

0

Shared Voting Power

11,703,534

Sole Dispositive Power

0

Shared Dispositive Power

11,703,534

Aggregate Amount Beneficially Owned by Each Reporting Person

11,703,534

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

Percent of Class Represented By Amount in Row (9)

5.89%

Type of Reporting Person (See Instructions)

IA

Names of Reporting Persons

Solamere Capital Fund II, LP

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of
Shares

Beneficially
Owned By
Each
Reporting

Person
With

Sole Voting Power

0

Shared Voting Power

11,703,534

Sole Dispositive Power

0

Shared Dispositive Power

11,703,534

Aggregate Amount Beneficially Owned by Each Reporting Person

11,703,534

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

Percent of Class Represented By Amount in Row (9)

5.89%

Type of Reporting Person (See Instructions)

IA

Names of Reporting Persons

Solamere Capital Fund II GP, LP

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of
Shares

Beneficially
Owned By
Each
Reporting

Person
With

Sole Voting Power

0

Shared Voting Power

11,703,534

Sole Dispositive Power

0

Shared Dispositive Power

11,703,534

Aggregate Amount Beneficially Owned by Each Reporting Person

11,703,534

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

Percent of Class Represented By Amount in Row (9)

5.89%

Type of Reporting Person (See Instructions)

IA

Names of Reporting Persons

Solamere Group, LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of
Shares

Beneficially
Owned By
Each
Reporting

Person
With

Sole Voting Power

0

Shared Voting Power

11,703,534

Sole Dispositive Power

0

Shared Dispositive Power

11,703,534

Aggregate Amount Beneficially Owned by Each Reporting Person

11,703,534

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

Percent of Class Represented By Amount in Row (9)

5.89%

Type of Reporting Person (See Instructions)

IA

Item 1(a).

Name of Issuer

Vivint Smart Home, Inc. (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

4931 North 300 West

Provo, Utah 84604

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i)  Solamere V Investment, LLC (“Solamere V”)

(ii)  Solamere Capital Fund II, LP (“Solamere Capital”)

(iii)   Solamere Capital Fund II GP, LP (“Solamere GP”)

(iv) Solamere Group, LLC (“Solamere Group”)

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

137 Newbury Street, 7th Floor

Boston, Massachusetts 02116

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities

Class A common stock, par value $0.0001 per share (“Common Stock”)

Item 2(e).

CUSIP Number

928542109

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

☐ (a) a broker or dealer registered under Section 15 of the Exchange Act.

☐ (b) a bank as defined in Section 3(a)(6) or the Exchange Act.

☐ (c) an insurance company as defined in Section 3(a)(19) of the Exchange Act.

☐ (d) an investment company registered under Section 8 of the Investment Company Act.

☒ (e) an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

☐ (f) an employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

☐ (g) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

☐ (h) a savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

☐ (i) a church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

☐ (j) a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

☐ (k) a group in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)   Amount beneficially owned:

Solamere V directly holds 11,703,534 shares (the “Shares”) of Common Stock of the Issuer, or 5.89% of the outstanding shares of Common Stock of the Issuer, based on 198,470,112 shares of Common Stock of the Issuer outstanding as of November 3, 2020, as reported in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission on November 5, 2020.

Solamere Capital is the managing member of Solamere V. Solamere GP is the general partner of Solamere Capital and Solamere Group is the general partner of Solamere GP. Solamere Group is controlled by its managing members, being Taggart M. Romney, Eric F. Scheuermann, and Spencer J. Zwick. Any action by Solamere Group with respect to the Issuer or the Issuer’s securities held by the Reporting Persons, including voting and dispositive decisions, requires at least a majority vote of the managing members. Under the so-called “rule of three,” because voting and dispositive decisions are made by at least a majority of the managing members, none of the managers is deemed to be a beneficial owner of the Issuer’s securities held by the Reporting Persons.

(b)  Percent of Class:

See responses to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i)  Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)   Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

/s/ Eric F. Scheuermann

/s/ Eric F. Scheuermann

/s/ Eric F. Scheuermann

/s/ Eric F. Scheuermann

/s/ Eric F. Scheuermann

/s/ Eric F. Scheuermann

/s/ Eric F. Scheuermann

/s/ Eric F. Scheuermann