Dana C. Russell - Dec 28, 2022 Form 4 Insider Report for Vivint Smart Home, Inc. (VVNT)

Role: Chief Financial Officer
Signature: /s/ Garner B. Meads, III, as Attorney-in-Fact
Stock symbol: VVNT
Transactions as of: Dec 28, 2022
Transactions value $: -$317,437
Form type: 4
Date filed: 12/30/2022, 06:56 PM
Previous filing: May 18, 2022
Next filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VVNT	Class A Common Stock	Options Exercise		+88K			88K	Dec 28, 2022	Direct	F1, F2, F3
transaction	VVNT	Class A Common Stock	Tax liability	-$317K	-26.7K	-30.28%	$11.91	61.4K	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	-88K	-12.5%	$0.00	616K	Dec 28, 2022	Class A Common Stock	88K		Direct	F1, F2, F3, F5

* 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 his equity award 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 May 16, 2022, the Reporting Person was granted 704,225 RSUs that were scheduled to vest in four equal annual installments beginning on May 16, 2023. The number of RSUs reported represents 50% of the number of RSUs that was scheduled to vest on May 16, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.