0000899243-20-001714.txt : 20200122 0000899243-20-001714.hdr.sgml : 20200122 20200122185739 ACCESSION NUMBER: 0000899243-20-001714 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200117 FILED AS OF DATE: 20200122 DATE AS OF CHANGE: 20200122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Galant Paul CENTRAL INDEX KEY: 0001587958 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38246 FILM NUMBER: 20539941 MAIL ADDRESS: STREET 1: 88 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 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 2020-01-17 0 0001713952 Vivint Smart Home, Inc. VVNT 0001587958 Galant Paul C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST PROVO UT 84604 1 0 0 0 Restricted Stock Units 2020-01-17 4 A 0 15763 A Class A Common Stock 15763 15763 D Earnout Rights 2020-01-17 4 A 0 8377 A 2025-01-17 Class A Common Stock 8377 8377 D Stock Appreciation Rights 13.47 2020-01-17 4 A 0 7261 A 2016-09-20 Class A Common Stock 7261 7261 D Each restricted stock unit represents a contingent right to receive one share of Class A common stock of the Issuer ("Class A Common Stock"). The restricted stock units will be settled in either Class A Common Stock or cash. 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"). Pursuant to the terms of the Merger Agreement, the stockholders of Legacy Vivint Smart Home at the effective time of the Merger (the "Effective Time") received 84.5320916792 shares of Class A common stock of the Issuer ("Class A Common Stock") for each share of common stock of Legacy Vivint Smart Home held by them immediately prior to the Effective Time and certain rights to additional shares of Class A Common Stock upon the achievement of certain milestones as described in the Merger Agreement (the "Earnout Rights"). Additionally, certain equity awards of a subsidiary of Legacy Vivint Smart Home were canceled and converted into equity awards of the Issuer, and restricted shares of common stock of Legacy Vivint Smart Home, issued in respect of a redemption of certain Class B Units of 313 Acquisition LLC, were cancelled and converted into restricted shares of Class A Common Stock of the Issuer. These restricted stock units vest in three equal annual installments beginning on June 8, 2019. The vested restricted stock units will settle as soon as reasonably practicable following the earliest to occur of: (a) the termination of the Reporting Person's service as a director, (b) a change of control of the Issuer, and (c) June 8, 2023. Reflects Earnout Rights acquired pursuant to the Merger Agreement. 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, 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, 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 issuance of such shares are subject to certain adjustments, including pro rata adjustments, set forth in the Merger Agreement. These stock appreciation rights are fully vested. /s/ Shawn J. Lindquist, as Attorney-in-Fact 2020-01-22