Dana C. Russell - Mar 10, 2023 Form 4 Insider Report for Vivint Smart Home, Inc. (VVNT)

Role: Chief Financial Officer
Signature: /s/ Garner B. Meads, III, as Attorney-in-Fact
Stock symbol: VVNT
Transactions as of: Mar 10, 2023
Transactions value $: -$736,512
Form type: 4
Date filed: 3/14/2023, 09:36 PM
Previous filing: Dec 30, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VVNT	Class A Common Stock	Disposed to Issuer	-$737K	-61.4K	-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		-616K	-100%		0	Mar 10, 2023	Class A Common Stock	616K		Direct	F1, F2, F3, F4

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

Dana C. Russell 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 704,225 RSUs. 88,029 RSUs vest on May 16, 2023 with the remaining grant to vest in three equal annual installments beginning on May 16, 2024.