Todd M. Santiago - Mar 10, 2023 Form 4 Insider Report for Vivint Smart Home, Inc. (VVNT)

Role: Chief Revenue Officer
Signature: /s/ Garner B. Meads, III, as Attorney-in-Fact
Stock symbol: VVNT
Transactions as of: Mar 10, 2023
Transactions value $: -$13,234,296
Form type: 4
Date filed: 3/14/2023, 09:32 PM
Previous 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	Disposed to Issuer	-$10.7M	-889K	-100%	$12.00	0	Mar 10, 2023	Direct	F1
transaction	VVNT	Class A Common Stock	Disposed to Issuer	-$2.57M	-214K	-100%	$12.00	0	Mar 10, 2023	See Footnote	F1, F2

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	Disposed to Issuer		-99.1K	-100%		0	Mar 10, 2023	Class A Common Stock	99.1K		Direct	F1, F3, F4, F5
transaction	VVNT	Restricted Stock Units	Disposed to Issuer		-54.5K	-100%		0	Mar 10, 2023	Class A Common Stock	54.5K		Direct	F1, F3, F4, F6
transaction	VVNT	Restricted Stock Units	Disposed to Issuer		-350K	-100%		0	Mar 10, 2023	Class A Common Stock	350K		Direct	F1, F3, F4, F7
transaction	VVNT	Restricted Stock Units	Disposed to Issuer		-147K	-100%		0	Mar 10, 2023	Class A Common Stock	147K		Direct	F1, F3, F4, F8
transaction	VVNT	Restricted Stock Units	Disposed to Issuer		-54.5K	-100%		0	Mar 10, 2023	Class A Common Stock	54.5K		Direct	F1, F3, F4, F9
transaction	VVNT	Restricted stock units	Disposed to Issuer		-147K	-100%		0	Mar 10, 2023	Class A Common Stock	147K		Direct	F1, F3, F4, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Todd M. Santiago is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	Reflects securities held by a trust for the benefit of the Reporting Person's family of which the Reporting Person is a trustee.
F3	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.
F4	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.
F5	Reflects an initial grant of 396,341 RSUs. The remaining grant vests on January 17, 2024.
F6	Reflects an initial grant of 109,012 RSUs. The remaining grant vests in two equal annual installments beginning on March 1, 2024.
F7	Reflects an initial grant of 466,200 RSUs. The remaining grant vests in three equal annual installments beginning on September 1, 2023.
F8	Reflects an initial grant of 196,429 RSUs. The remaining grant vests in three equal annual installments beginning on March 1, 2024.
F9	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.
F10	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.