Daniel Garen - Mar 10, 2023 Form 4 Insider Report for Vivint Smart Home, Inc. (VVNT)

Role
Title: Chief Ethics and Compliance Officer
Signature
/s/ Garner B. Meads, III, as Attorney-in-Fact
Stock symbol
VVNT
Transactions as of
Mar 10, 2023
Transactions value $
-$979,212
Form type
4
Date filed
3/14/2023, 09:34 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 -$979K -81.6K -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 -248K -100% 0 Mar 10, 2023 Class A Common Stock 248K Direct F1, F2, F3, F4
transaction VVNT Restricted Stock Units Disposed to Issuer -26.8K -100% 0 Mar 10, 2023 Class A Common Stock 26.8K Direct F1, F2, F3, F5
transaction VVNT Restricted Stock Units Disposed to Issuer -26.8K -100% 0 Mar 10, 2023 Class A Common Stock 26.8K Direct F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel Garen 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 347,826 RSUs. 73,914 RSUs vest on August 23, 2023 with the remaining grant to vest in two equal annual installments beginning on August 23, 2024.
F5 Reflects an initial grant of 35,715 RSUs. The remaining grant vests in three equal annual installments beginning on March 1, 2024.
F6 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 8,929 shares of Common Stock of the Issuer (less amounts withheld for tax withholding) and will receive 26,785 shares (or the cash-equivalent thereof) in three equal annual installments beginning on March 1, 2024.

Remarks:

Title: Chief Ethics and Compliance Officer