0000899243-20-001708.txt : 20200122 0000899243-20-001708.hdr.sgml : 20200122 20200122185420 ACCESSION NUMBER: 0000899243-20-001708 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: Hardy Scott R CENTRAL INDEX KEY: 0001798302 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38246 FILM NUMBER: 20539936 MAIL ADDRESS: STREET 1: C/O VIVINT SMART HOME, INC. STREET 2: 4931 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 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 0001798302 Hardy Scott R C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST PROVO UT 84604 0 1 0 0 Chief Operating Officer Class A Common Stock 2020-01-17 4 A 0 34282 A 34282 D Earnout Rights 2020-01-17 4 A 0 131160 A 2025-01-17 Class A Common Stock 131160 131160 D Stock Appreciation Rights 20.41 2020-01-17 4 A 0 216038 A 2028-06-08 Class A Common Stock 216038 216038 D Stock Appreciation Rights 14.28 2020-01-17 4 A 0 110179 A 2026-12-15 Class A Common Stock 110179 110179 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"). 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. Reflects shares of Class A Common Stock acquired pursuant to the Merger Agreement, including 24,474 shares of unvested restricted stock. 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. Reflects stock appreciation rights ("SARs") issued pursuant to the Merger Agreement. 28,805 of these SARs are vested. The unvested SARs vest as follows: (a) 115,220 vest in four equal annual installments beginning on June 12, 2020, and (b) 72,013 vest in four equal annual installments beginning on January 17, 2021, or in the case of (b), earlier if certain performance thresholds are achieved. Reflects SARs acquired pursuant to the Merger Agreement. 29,381 of these SARs are vested. The unvested SARs vest as follows: (a) 14,691 vest in two equal annual installments beginning on December 1, 2020, (b) 36,726 vest in four equal annual installments beginning on January 17, 2021, and (c) 29,381 vest in four equal annual installments beginning on June 12, 2020, or in the case of (b) and (c), earlier if certain performance thresholds are achieved. /s/ Shawn J. Lindquist, as Attorney-in-Fact 2020-01-22