0000899243-23-008512.txt : 20230314
0000899243-23-008512.hdr.sgml : 20230314
20230314213354
ACCESSION NUMBER: 0000899243-23-008512
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: Patel Rasesh M.
CENTRAL INDEX KEY: 0001735576
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 23733123
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
0001735576
Patel Rasesh M.
C/O VIVINT SMART HOME, INC.
4931 NORTH 300 WEST
PROVO
UT
84604
0
1
0
0
Chief Operating Officer
Class A Common Stock
2023-03-10
4
D
0
50150
12.00
D
0
D
Restricted Stock Units
2023-03-10
4
D
0
1143662
D
Class A Common Stock
1143662
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.
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 1,232,394 RSUs. 354,930 RSUs vest on May 16, 2023 with the remaining grant to vest as follows: 36% on May 16, 2024 and 14% on each of May 16, 2025 and May 16, 2026.
/s/ Garner B. Meads, III, as Attorney-in-Fact
2023-03-14