0000899243-20-006367.txt : 20200228
0000899243-20-006367.hdr.sgml : 20200228
20200228201323
ACCESSION NUMBER: 0000899243-20-006367
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200226
FILED AS OF DATE: 20200228
DATE AS OF CHANGE: 20200228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 313 Acquisition LLC
CENTRAL INDEX KEY: 0001562390
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673776
BUSINESS ADDRESS:
STREET 1: THE BLACKSTONE GROUP
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: THE BLACKSTONE GROUP
STREET 2: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Capital Partners VI L.P.
CENTRAL INDEX KEY: 0001443881
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673777
BUSINESS ADDRESS:
STREET 1: BLACKSTONE MGMT ASSOC VI LLC
STREET 2: 345 Park Ave
CITY: New York
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212 583 5000
MAIL ADDRESS:
STREET 1: BLACKSTONE MGMT ASSOC VI LLC
STREET 2: 345 Park Ave
CITY: New York
STATE: NY
ZIP: 10154
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Capital Partners VI LP
DATE OF NAME CHANGE: 20080826
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Management Associates VI L.L.C.
CENTRAL INDEX KEY: 0001556089
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673778
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BMA VI L.L.C.
CENTRAL INDEX KEY: 0001556083
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673779
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III L.P.
CENTRAL INDEX KEY: 0001404073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673780
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP L.P.
CENTRAL INDEX KEY: 0001478809
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673781
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP Management L.L.C.
CENTRAL INDEX KEY: 0001478815
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673782
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Group Inc
CENTRAL INDEX KEY: 0001393818
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673783
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Group L.P.
DATE OF NAME CHANGE: 20070320
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Group Management L.L.C.
CENTRAL INDEX KEY: 0001404071
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673784
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARZMAN STEPHEN A
CENTRAL INDEX KEY: 0001070844
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 20673785
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP
STREET 2: 345 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10154
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vivint Smart Home, Inc.
CENTRAL INDEX KEY: 0001713952
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 981380306
STATE OF INCORPORATION: UT
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4931 NORTH 300 WEST
CITY: PROVO
STATE: UT
ZIP: 84604
BUSINESS PHONE: (801) 705-8011
MAIL ADDRESS:
STREET 1: 4931 NORTH 300 WEST
CITY: PROVO
STATE: UT
ZIP: 84604
FORMER COMPANY:
FORMER CONFORMED NAME: Mosaic Acquisition Corp.
DATE OF NAME CHANGE: 20170804
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-02-26
0
0001713952
Vivint Smart Home, Inc.
VVNT
0001562390
313 Acquisition LLC
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001443881
Blackstone Capital Partners VI L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001556089
Blackstone Management Associates VI L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001556083
BMA VI L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001404073
Blackstone Holdings III L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478809
Blackstone Holdings III GP L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478815
Blackstone Holdings III GP Management L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001393818
Blackstone Group Inc
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001404071
Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001070844
SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Class A Common Stock
2020-02-26
4
C
0
9538597
A
88189716
I
See Footnotes
Class A Common Stock
9995784
I
See Footnotes
Class A Common Stock
4216
I
See Footnotes
Earnout Rights
2020-02-26
4
C
0
9538597
D
2025-01-17
Class A Common Stock
9538597
19077194
D
Pursuant to an Agreement and Plan of Merger, dated effective as of September 15, 2019, as amended by that certain Amendment No. 1 and as otherwise amended from time to time (the "Merger Agreement"), by and among Legacy Vivint Smart Home, Inc. (f/k/a Vivint Smart Home, Inc.) ("Legacy Vivint Smart Home"), Mosaic Acquisition Corp. ("Mosaic") and Maiden Merger Sub, Inc. ("Merger Sub"), Merger Sub merged (the "Merger") with and into Legacy Vivint Smart Home, with Legacy Vivint Smart Home surviving the merger as a wholly owned subsidiary of Mosaic (which subsequently changed its name to "Vivint Smart Home, Inc.", the "Issuer"). The transactions contemplated by the Merger Agreement closed on January 17, 2020.
Pursuant to the terms of the Merger Agreement, the stockholders of Legacy Vivint Smart Home at the effective time of the Merger received, among other consideration, certain rights to additional shares of Class A common stock of the Issuer ("Class A Common Stock") upon the achievement of certain milestones as described in the Merger Agreement (the "Earnout Rights"). Pursuant to earnout provisions in the Merger Agreement, the Reporting Person is entitled to receive such shares of Class A Common Stock if, from the closing of the Merger until the fifth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds certain thresholds as discussed below.
Of these Earnout Rights, one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period (the "$12.50 Condition"), one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period (the "$15.00 Condition"), and one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $17.50 for any 20 trading days within any 30 trading day period (the "$17.50 Condition"). The issuance of such shares are subject to certain adjustments, including pro rata adjustments, set forth in the Merger Agreement. The $12.50 Condition was satisfied on February 26, 2020.
Reflects securities held directly by 313 Acquisition LLC. 313 Acquisition LLC is managed by a board of managers and Blackstone Capital Partners VI L.P., as managing member.
Reflects securities held directly by BCP Voyager Holdings LP.
Reflects securities held directly by Blackstone Family Investment Partnership VI L.P.
Blackstone Management Associates VI L.L.C. is the general partner of Blackstone Capital Partners VI L.P. and BCP Voyager Holdings LP. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. BCP VI Side-by-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership VI L.P. Blackstone Holdings III L.P. is the managing member of BMA VI L.L.C. and the sole member of BCP VI Side-by-Side GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
313 ACQUISITION LLC, By: Blackstone Capital Partners VI L.P., its MM, By: Blackstone Management Associates VI L.L.C., its GP, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
BLACKSTONE CAPITAL PARTNERS VI L.P., By: Blackstone Management Associates VI L.L.C., its general partner, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
BMA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer
2020-02-28
/s/ Stephen A. Schwarzman
2020-02-28