Daniel Garen - Dec 28, 2022 Form 4 Insider Report for Vivint Smart Home, Inc. (VVNT)

Role
Title: Chief Ethics and Compliance Officer
Signature
/s/ Garner B. Meads, III, as Attorney-in-Fact
Stock symbol
VVNT
Transactions as of
Dec 28, 2022
Transactions value $
-$98,341
Form type
4
Date filed
12/30/2022, 06:54 PM
Previous filing
Aug 25, 2022
Next filing
Mar 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VVNT Class A Common Stock Options Exercise +13K +21.19% 74.6K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Options Exercise +8.93K +11.97% 83.5K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Tax liability -$98.3K -8.26K -9.88% $11.91 75.3K Dec 28, 2022 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VVNT Restricted Stock Units Options Exercise $0 -13K -5% $0.00 248K Dec 28, 2022 Class A Common Stock 13K Direct F1, F2, F3, F5
transaction VVNT Restricted Stock Units Options Exercise $0 -8.93K -25% $0.00 26.8K Dec 28, 2022 Class A Common Stock 8.93K Direct F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger, dated as of December 6, 2022, entered into by and among Vivint Smart Home, Inc. (the "Issuer"), NRG Energy, Inc. ("Parent"), and Jetson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, the Board of Directors of the Issuer approved the acceleration of the payment of certain equity awards to mitigate certain adverse tax consequences under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the Merger.
F2 The accelerated settlement described in this Form 4 is contingent upon the Reporting Person's agreement to repay accelerated compensation amounts if the Reporting Person ceases to be employed with the Issuer prior to the date which any of his equity awards described herein would otherwise vest, subject to any outstanding accelerated vesting provisions.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer ("Class A Common Stock"). The RSUs will be settled in either Class A Common Stock or cash.
F4 Reflects shares of Class A Common Stock withheld to cover the Reporting Person's tax liability in connection with the vesting of RSUs.
F5 On August 23, 2021, the Reporting Person was granted 347,826 RSUs that vest in four equal annual installments beginning on August 23, 2022. The number of RSUs reported represents 15% of the number of RSUs that was scheduled to vest on August 23, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
F6 On March 23, 2022, the Reporting Person was granted 35,715 RSUs that vest in four equal annual installments beginning on March 23, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 23, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.

Remarks:

Title: Chief Ethics and Compliance Officer