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

Signature
/s/ Garner B. Meads, III, as Attorney-in-Fact
Stock symbol
VVNT
Transactions as of
Mar 10, 2023
Transactions value $
-$601,800
Form type
4
Date filed
3/14/2023, 09:33 PM
Previous filing
Dec 30, 2022
Next filing
May 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 -$602K -50.2K -100% $12.00 0 Mar 10, 2023 Direct F1

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 -1.14M -100% 0 Mar 10, 2023 Class A Common Stock 1.14M Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rasesh M. Patel 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 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 1,232,394 RSUs. 354,930 RSUs vest on May 16, 2023 with the remaining grant to vest as follows: 36% on May 16, 2024 and 14% on each of May 16, 2025 and May 16, 2026.