0000899243-23-008509.txt : 20230314 0000899243-23-008509.hdr.sgml : 20230314 20230314213253 ACCESSION NUMBER: 0000899243-23-008509 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: Santiago Todd M CENTRAL INDEX KEY: 0001798303 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38246 FILM NUMBER: 23733119 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: 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 0001798303 Santiago Todd M C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST PROVO UT 84604 0 1 0 0 Chief Revenue Officer Class A Common Stock 2023-03-10 4 D 0 888873 12.00 D 0 D Class A Common Stock 2023-03-10 4 D 0 213985 12.00 D 0 I See Footnote Restricted Stock Units 2023-03-10 4 D 0 99085 D Class A Common Stock 99085 0 D Restricted Stock Units 2023-03-10 4 D 0 54506 D Class A Common Stock 54506 0 D Restricted Stock Units 2023-03-10 4 D 0 349650 D Class A Common Stock 349650 0 D Restricted Stock Units 2023-03-10 4 D 0 147321 D Class A Common Stock 147321 0 D Restricted Stock Units 2023-03-10 4 D 0 54506 D Class A Common Stock 54506 0 D Restricted stock units 2023-03-10 4 D 0 147321 D Class A Common Stock 147321 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"). Reflects securities held by a trust for the benefit of the Reporting Person's family of which the Reporting Person is a trustee. 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. Pursuant to the Merger Agreement, unvested RSUs of the Issuer were automatically converted into a number of NRG RSUs calculated as the product of (i) the number of shares underlying such Issuer RSU award and (ii) the ratio of the Merger Consideration divided by the average of the closing sales price of NRGs common stock, par value $0.01 per share for the ten (10) consecutive full trading days ending on the trading day immediately preceding the closing date (the "Exchange Ratio"). Such NRG RSUs will continue to be subject to the same terms and conditions (including vesting and termination treatment) as were applicable to the Issuer RSUs. Reflects an initial grant of 396,341 RSUs. The remaining grant vests on January 17, 2024. Reflects an initial grant of 109,012 RSUs. The remaining grant vests in two equal annual installments beginning on March 1, 2024. Reflects an initial grant of 466,200 RSUs. The remaining grant vests in three equal annual installments beginning on September 1, 2023. Reflects an initial grant of 196,429 RSUs. The remaining grant vests in three equal annual installments beginning on March 1, 2024. Reflects performance-based RSUs previously granted to the Reporting Person, the performance of which was certified on March 1, 2022. Upon certification of the award, the Reporting Person immediately vested and settled into 27,253 shares of Common Stock (less amounts withheld for tax withholding) and 81,759 RSUs that were scheduled to vest in three equal annual installments beginning on March 1, 2023. On March 1, 2023, 27,253 RSUs vested and settled into shares of Common Stock and the remaining grant vests in two equal annual installments beginning on March 1, 2024. Reflects performance-based RSUs previously granted to the Reporting Person, the performance of which was certified on March 1, 2023. Upon certification of the award, the Reporting Person received 49,107 shares of Common Stock of the Issuer (less amounts withheld for tax withholding) and will receive 147,321 shares (or the cash-equivalent thereof) in three equal annual installments beginning on March 1, 2024. /s/ Garner B. Meads, III, as Attorney-in-Fact 2023-03-14