VIVINT SMART HOME, INC. |
(Name of Issuer)
|
Class A Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
928542109
|
(CUSIP Number)
|
David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
April 24, 2020
|
(Date of Event which Requires Filing of this Statement)
|
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)
|
|
|
||
9.8%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The calculation is based on the 177,901,334 shares of Class A common stock, par value $0.0001 per share (“Common Stock”) of Vivint Smart Home, Inc. (the “Issuer”)
outstanding as of April 21, 2020.
|
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)
|
|
|
||
15.6%**
|
|
|
|||
|
|
||||
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 177,901,334 shares of Common Stock of the Issuer outstanding as of April 21, 2020 (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)
|
|
|
||
15.6%**
|
|
|
|||
|
|
||||
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 177,901,334 shares of Common Stock of the Issuer outstanding as of April 21, 2020 (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)
|
|
|
||
15.6%**
|
|
|
|||
|
|
||||
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 177,901,334 shares of Common Stock of the Issuer outstanding as of April 21, 2020 (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)
|
|
|
||
15.6%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
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 177,901,334 shares of Common Stock of the Issuer outstanding as of April 21, 2020 (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)
|
|
|
||
15.6%**
|
|
|
|||
|
|
||||
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 177,901,334 shares of Common Stock of the Issuer outstanding as of April 21, 2020 (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
|
|
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
|
|