| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VVNT | Class A Common Stock | Disposed to Issuer | -$1.3M | -108K | -100% | $12.00 | 0 | Mar 10, 2023 | Direct | F1 |
| 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 | -5.55K | -100% | 0 | Mar 10, 2023 | Class A Common Stock | 5.55K | Direct | F1, F2, F3, F4 | |||
| transaction | VVNT | Restricted Stock Units | Disposed to Issuer | -7.27K | -100% | 0 | Mar 10, 2023 | Class A Common Stock | 7.27K | Direct | F1, F2, F3, F5 | |||
| transaction | VVNT | Restricted Stock Units | Disposed to Issuer | -7.27K | -100% | 0 | Mar 10, 2023 | Class A Common Stock | 7.27K | Direct | F1, F2, F3, F6 | |||
| transaction | VVNT | Restricted Stock Units | Disposed to Issuer | -19.4K | -100% | 0 | Mar 10, 2023 | Class A Common Stock | 19.4K | Direct | F1, F2, F3, F7 | |||
| transaction | VVNT | Restricted Stock Units | Disposed to Issuer | -68.9K | -100% | 0 | Mar 10, 2023 | Class A Common Stock | 68.9K | Direct | F1, F2, F3, F8, F9 | |||
| transaction | VVNT | Restricted Stock Units | Disposed to Issuer | -42.9K | -100% | 0 | Mar 10, 2023 | Class A Common Stock | 42.9K | Direct | F1, F2, F3, F10 | |||
| transaction | VVNT | Restricted stock units | Disposed to Issuer | -42.9K | -100% | 0 | Mar 10, 2023 | Class A Common Stock | 42.9K | Direct | F1, F2, F3, F11 |
Garner B. Meads III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | 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. |
| F3 | 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. |
| F4 | Reflects an initial grant of 22,195 RSUs. The remaining grant vests on January 17, 2024. |
| F5 | 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 3,634 shares of Common Stock (less amounts withheld for tax withholding) and 10,901 RSUs that were scheduled to vest in three equal annual installments beginning on March 1, 2023. On December 28, 2022, 3,634 RSUs vested and settled into 3,634 shares of Common Stock (less amounts withheld for tax withholding) on an accelerated basis 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. The remaining grant vests in two equal annual installments beginning on March 1, 2024. |
| F6 | Reflects an initial grant of 14,535 RSUs. The remaining grant vests in two equal annual installments beginning on March 1, 2024. |
| F7 | Reflects an initial grant of 38,850 RSUs. The remaining grant vests in two equal annual installments beginning on September 1, 2024. |
| F8 | Reflects an initial grant of 137,817 RSUs. The remaining grant vests in two equal annual installments beginning on December 2, 2024. |
| F9 | Reflects corrected RSU ownership. The Form 4 filed on December 30, 2022 incorrectly stated the amount of securities beneficially owned following the reported transaction was 103,363 when it should have been 68,908. |
| F10 | Reflects an initial grant of 57,143 RSUs. The remaining grant vests in three equal annual installments beginning on March 1, 2024. |
| F11 | 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 14,286 shares of Common Stock of the Issuer (less amounts withheld for tax withholding) and will receive 42,857 shares (or the cash-equivalent thereof) in three equal annual installments beginning on March 1, 2024. |
Title: Chief Legal Officer and Secretary