Garner B. Meads III - Dec 28, 2022 Form 4 Insider Report for Vivint Smart Home, Inc. (VVNT)

Signature
/s/ Garner B. Meads, III
Stock symbol
VVNT
Transactions as of
Dec 28, 2022
Transactions value $
-$339,971
Form type
4
Date filed
12/30/2022, 06:57 PM
Previous filing
Dec 6, 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 +5.55K +9.96% 61.2K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Options Exercise +3.63K +5.94% 64.9K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Options Exercise +3.63K +5.6% 68.5K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Options Exercise +9.71K +14.18% 78.2K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Options Exercise +34.5K +44.06% 113K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Options Exercise +14.3K +12.68% 127K Dec 28, 2022 Direct F1, F2, F3
transaction VVNT Class A Common Stock Tax liability -$340K -28.5K -22.49% $11.91 98.4K 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 -5.55K -50% $0.00 5.55K Dec 28, 2022 Class A Common Stock 5.55K Direct F1, F2, F3, F5
transaction VVNT Restricted Stock Units Options Exercise $0 -3.63K -33.34% $0.00 7.27K Dec 28, 2022 Class A Common Stock 3.63K Direct F1, F2, F3, F6
transaction VVNT Restricted Stock Units Options Exercise $0 -3.63K -33.34% $0.00 7.27K Dec 28, 2022 Class A Common Stock 3.63K Direct F1, F2, F3, F7
transaction VVNT Restricted Stock Units Options Exercise $0 -9.71K -33.34% $0.00 19.4K Dec 28, 2022 Class A Common Stock 9.71K Direct F1, F2, F3, F8
transaction VVNT Restricted Stock Units Options Exercise $0 -34.5K -25% $0.00 103K Dec 28, 2022 Class A Common Stock 34.5K Direct F1, F2, F3, F9
transaction VVNT Restricted Stock Units Options Exercise $0 -14.3K -25% $0.00 42.9K Dec 28, 2022 Class A Common Stock 14.3K Direct F1, F2, F3, F10
* 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 Reflects an initial grant of 22,195 RSUs that vests in four equal annual installments beginning on January 17, 2021. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on January 17, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
F6 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 received 3,634 shares of Class A Common Stock and 10,901 RSUs that were scheduled to vest in three equal annual installments beginning on March 1, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
F7 Reflects an initial grant of 14,535 RSUs that vests in four equal annual installments beginning on March 1, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
F8 Reflects an initial grant of 38,850 RSUs that vests in four equal annual installments beginning on September 1, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on September 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
F9 Reflects an initial grant of 137,817 RSUs that vests in four equal annual installments beginning on December 2, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on December 2, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
F10 Reflects an initial grant of 57,143 RSUs that vests in four equal annual installments beginning on March 1, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.

Remarks:

Title: Chief Legal Officer and Secretary