0000899243-23-008505.txt : 20230314 0000899243-23-008505.hdr.sgml : 20230314 20230314213054 ACCESSION NUMBER: 0000899243-23-008505 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230310 FILED AS OF DATE: 20230314 DATE AS OF CHANGE: 20230314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D'Alessandro David F. CENTRAL INDEX KEY: 0001618820 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38246 FILM NUMBER: 23733109 MAIL ADDRESS: STREET 1: C/O VIVINT SOLAR, INC. STREET 2: 3301 N. THANKSGIVING WAY, SUITE 500 CITY: LEHI STATE: UT ZIP: 84043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vivint Smart Home, Inc. CENTRAL INDEX KEY: 0001713952 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 981380306 STATE OF INCORPORATION: DE 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 2023-03-10 1 0001713952 Vivint Smart Home, Inc. VVNT 0001618820 D'Alessandro David F. C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST PROVO UT 84604 1 0 0 0 Class A Common Stock 2023-03-10 4 D 0 70016 12.00 D 0 D Restricted Stock Units 2023-03-10 4 D 0 20618 D Class A Common Stock 20618 0 D Restricted Stock Units 2023-03-10 4 D 0 20403 D Class A Common Stock 20403 0 D On March 10, 2023, NRG Energy, Inc. ("NRG") acquired Vivint Smart Home, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of December 6, 2022 (the "Merger Agreement") by and among the Issuer, NRG and Jetson Merger Sub, Inc., a wholly owned subsidiary of NRG ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of NRG. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $12.00 per share in cash, without interest (the "Merger Consideration"). Each restricted stock unit ("RSU") represented a contingent right to receive one share of Common Stock. The RSUs were to be settled in either Common Stock or cash. These RSUs, granted on June 1, 2022, provided for vesting on the date of the Issuer's first annual stockholders meeting following the date of grant. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU held by a non-employee director of the Issuer automatically vested and converted into the right to receive the Merger Consideration. These fully vested RSUs provided for settlement 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. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each vested but not settled RSU held by a non-employee director of the Issuer automatically converted into the right to receive the Merger Consideration. Garner B. Meads, III, as Attorney-in-Fact 2023-03-14