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
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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*
Maura David M

(Last) (First) (Middle)
152B THE GREENS WAY

(Street)
JACKSONVILLE BEACH FL 32250

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mosaic Acquisition Corp. [ MOSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 01/17/2020 M(2) 3,878,731 A (1)(2) 3,878,731 I By Mosaic Sponsor, LLC(6)(7)
Class A Common Stock 435,066 D(4)
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
Class F Common Stock (1)(3) 01/17/2020 D(3) 1,074,375 (1) (1) Class A Common Stock (1)(3) (1)(3) 3,223,125 I By Mosaic Sponsor, LLC(6)(7)
Class F Common Stock (1)(2) 01/17/2020 M(2) 3,223,125 (1) (1) Class A Common Stock (1)(2) (1)(2) 0 I By Mosaic Sponsor, LLC(6)(7)
Private Placement Warrants $11.5 01/17/2020 A(5) 2,225,000 (5) (5) Class A Common Stock 2,225,000 $1.5 2,225,000 I By Mosaic Sponsor, LLC(6)(7)
1. Name and Address of Reporting Person*
Maura David M

(Last) (First) (Middle)
152B THE GREENS WAY

(Street)
JACKSONVILLE BEACH FL 32250

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mosaic Strategic Capital LLC

(Last) (First) (Middle)
152B THE GREENS WAY

(Street)
JACKSONVILLE BEACH FL 32250

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mosaic Sponsor, LLC

(Last) (First) (Middle)
152B THE GREENS WAY

(Street)
JACKSONVILLE BEACH FL 32250

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Issuer's Certificate of Incorporation, the shares of Class F Common Stock, par value $0.0001 per share (the "Class F Shares"), of Mosaic Acquisition Corp. (the "Issuer") automatically converted into shares of Class A Common Stock ("Class A Shares") of the Issuer at the time of the Issuer's initial business combination as provided in the Issuer's Certificate of Incorporation. The Class F Shares have no expiration date.
2. On January 17, 2020, the Issuer consummated its initial business combination (the "Business Combination") with Vivint Smart Home, Inc., a Delaware corporation ("Vivint"). In connection with the Business Combination, each Class F Share converted to approximately 1.20 Class A Shares.
3. In connection with the Business Combination, Mosaic Sponsor, LLC forfeited 1,074,375 Class F Shares to the Issuer pursuant to the Subscription Agreement, dated as of December 18, 2019, among Fayerweather Fund Eiger L.P., the Issuer, Mosaic Sponsor, LLC and Vivint.
4. Represents Class A Shares owned directly by David M. Maura.
5. The Private Placement Warrants were purchased by Mosaic Sponsor, LLC on October 23, 2017. Each Private Placement Warrant is exercisable for one Class A Share at an exercise price of $11.50 per Class A Share, subject to certain adjustments. The Private Placement Warrants are subject to certain vesting provisions and may be exercised only during the period commencing 30 days after the first date on which the Company completes a business combination and expiring five years after the completion of the Company's business combination or earlier upon redemption or liquidation.
6. The securities reported herein are held of record by Mosaic Sponsor, LLC. David M. Maura is the sole member of Mosaic Strategic Capital LLC, which is the sole member of Mosaic Sponsor, LLC. As such, David M. Maura and Mosaic Strategic Capital LLC may be deemed to have beneficial ownership of the securities beneficially owned by Mosaic Sponsor, LLC. Because of the relationship among the reporting persons, the reporting persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. (cont'd on FN 7)
7. (cont'd from FN 6) Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
Mosaic Sponsor, LLC may be deemed a directory by deputization as a result of David M. Maura, the sole member of Mosaic Strategic Capital LLC, which is the sole member of Mosaic Sponsor, LLC, serving on the board of directors of the Issuer. As a result of the Business Combination, the reporting persons have ceased to beneficially own more than 10% of the outstanding common stock of the Issuer and David M. Maura has ceased to be an officer of the Issuer.
/s/ David M. Maura 01/17/2020
/s/ David M. Maura, Authorized Signatory, Mosaic Strategic Capital LLC 01/17/2020
/s/ David M. Maura, Authorized Signatory, Mosaic Sponsor, LLC 01/17/2020
** Signature of Reporting Person Date
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