Sec Form 13D Filing - Fortress Investment Group LLC (FIG) filing for Vivint Smart Home Inc. (VVNT) - 2020-03-13

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*	Reflects 2,966,667 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer.
**	The calculation is based on the 177,901,235 shares of Common Stock of the Issuer outstanding as of March 12, 2020 (adjusted to reflect 2,966,667 shares of Common Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).

CUSIP No.: 928542109

SCHEDULE 13D

Page 5 of 10 Pages

 

1	NAMES OF REPORTING PERSONS
	Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			28,127,227*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			28,127,227*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,127,227*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.6%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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*	Reflects 2,966,667 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer.
**	The calculation is based on the 177,901,235 shares of Common Stock of the Issuer outstanding as of March 12, 2020 (adjusted to reflect 2,966,667 shares of Common Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).

Item 1. Security and Issuer.

 

Item 4. Purpose of Transaction.

 

This Amendment amends and restates the last paragraph under the heading “Sponsor Agreement” in Item 4 of the Original Schedule 13D in its entirety as follows:

“On January 17, 2020, upon the closing of the merger, 50% of the 5,171,642 shares of Common Stock held by Fortress Sponsor following the automatic conversion of Founder Shares into Common Stock were unvested, and all of the private placement warrants held by Fortress Sponsor were unvested. On February 26, 2020, a $12.50 Stock Price Level was achieved, resulting in the vesting of 50% of the unvested shares of Common Stock held by Fortress Sponsor, being 1,292,910.5 newly vested shares of Common Stock, and the vesting of 50% of the unvested private placement warrants held by Fortress Sponsor, being newly vested warrants to purchase 1,483,333.5 shares of Common Stock. On March 11, 2020, a $15.00 Stock Price Level was achieved, resulting in the vesting of the remaining 50% of the unvested shares of Common Stock held by Fortress Sponsor, being 1,292,910.5 newly vested shares of Common Stock, and the vesting of the remaining 50% of the unvested private placement warrants held by Fortress Sponsor, being newly vested warrants to purchase 1,483,333.5 shares of Common Stock.”

 

Item 5. Interest in Securities of the Issuer.

 

This Amendment amends and restates Item 5(a)-(b) of the Original Schedule 13D in its entirety as follows:

“(a)-(b) The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.

The following disclosure is based on the 177,901,235  shares of Common Stock outstanding as of March 12, 2020 (adjusted, in respect of each of the Reporting Persons other than Fortress Investor, to reflect 2,966,667 shares of Common Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)), which is the total number of shares outstanding immediately following the issuance of certain additional shares of Common Stock of the Issuer on March 12, 2020 as a result of the $15.00 Stock Price Level having been achieved, according to the Issuer.

Fortress Investor may be deemed to beneficially own and share the power to vote and dispose of the 17,357,339 shares of Common Stock directly held by it, which represent 9.8% of the outstanding Common Stock.

Each of Fortress Holdings, FIG LLC, FOE, FIG Corp. and Fortress Investment may be deemed to beneficially own and share the power to vote and dispose of the 17,357,339 shares of Common Stock held directly by Fortress Investor, the 2,631,579 shares of Common Stock held directly by Fortress Anchor, the 5,171,642 shares of Common Stock held directly by Fortress Sponsor and the warrants held by Fortress Sponsor entitling Fortress Sponsor to purchase 2,966,667 shares of Common Stock, which represent in the aggregate 15.6% of the outstanding Common Stock, by virtue of their positions and interests in the entities described in Item 2(a).

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	Fortress Mosaic Investor LLC
	By:	/s/ Constantine M. Dakolias
		Name:	Constantine M. Dakolias
		Title:	President

	Fortress Mosaic Holdings LLC
	By:	/s/ Constantine M. Dakolias
		Name:	Constantine M. Dakolias
		Title:	President

	FIG LLC
	By:	/s/ Daniel N. Bass
		Name:	Daniel N. Bass
		Title:	Chief Financial Officer

	Fortress Operating Entity I LP
	By:	FIG Corp., its general partner
	By:	/s/ Daniel N. Bass
		Name:	Daniel N. Bass
		Title:	Chief Financial Officer

	FIG Corp.
	By:	/s/ Daniel N. Bass
		Name:	Daniel N. Bass
		Title:	Chief Financial Officer

	Fortress Investment Group LLC
	By:	/s/ Daniel N. Bass
		Name:	Daniel N. Bass
		Title:	Chief Financial Officer