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Sec Form 4 Filing - Thomas Maria @ CONTROL4 CORP - 2019-08-01

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Thomas Maria
2. Issuer Name and Ticker or Trading Symbol
CONTROL4 CORP [ CTRL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CONTROL4 CORP., 11734 SOUTH ELECTION ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2019
(Street)
SALT LAKE CITY, UT84020
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/01/2019 D( 1 ) 2,458 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 08/01/2019 D 3,442 ( 2 )( 3 )( 4 )( 5 )( 6 ) ( 2 )( 3 )( 4 )( 5 )( 6 ) Common Stock 3,442 $ 0 0 D
Restricted Stock Units ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) 08/01/2019 D 7,180 ( 2 )( 3 )( 4 )( 5 )( 6 ) ( 2 )( 3 )( 4 )( 5 )( 6 ) Common Stock 7,180 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomas Maria
C/O CONTROL4 CORP.
11734 SOUTH ELECTION ROAD
SALT LAKE CITY, UT84020
X
Signatures
/s/ Jonathan Tanner, Attorney-in-Fact 08/01/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 8, 2019, by and among Control4 Corporation (the "Company" or "Control4"), Wirepath Home Systems, LLC ("Parent") and Copper Merger Sub Inc., a direct wholly-owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on May 9, 2019, pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on August 1, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $23.91 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
( 2 )Pursuant to the Merger Agreement, unless otherwise provided in an agreement between Parent and the holder therof, (i) each outstanding Control4 restricted stock unit award (each, a "Control4 RSU Award") that was fully vested immediately prior to the Effective Time (or would have become fully vested by the terms of such Control4 RSU Award as a result of the transactions contemplated by the Merger Agreement, except for any Executive Bonus PSU Award (as defined below)) (each such Control4 RSU Award, a "Vested Control4 RSU Award") was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Vested Control4 RSU Award received an amount in cash equal to the Merger Consideration in respect of each share subject to such Control4 RSU Award, subject to applicable tax withholding (such amount, the "Control4 RSU Award Consideration"), and
( 3 )(ii) each outstanding Control4 RSU Award that was not a Vested Control4 RSU Award (each such Control4 RSU, an "Unvested Control4 RSU Award") was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Unvested Control4 RSU Award received the Control4 RSU Award Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to the Unvested Control4 RSU Award to which such Control4 RSU Award Consideration related; provided, however, to the extent any Unvested Control4 RSU Award was subject to both time and performance-vesting conditions (including any Executive Bonus PSU Award), the applicable performance-vesting conditions were deemed to be satisfied at target level;
( 4 )provided, further, that subject to the terms described below with respect to 2019 Control4 RSU Awards, (as defined below) no Control4 RSU Award Consideration with respect to any Executive Bonus PSU Award will become payable prior to the first anniversary of the vesting commencement date applicable to such Executive Bonus PSU Award. "Executive Bonus PSU Award" means any Control4 RSU Award that (a) was granted in 2019, (b) is subject to both time- and performance-vesting conditions and (c) would otherwise fully vest in the ordinary course on the first anniversary of the vesting commencement date specified in the applicable award agreement granting such Control4 RSU Award. In addition, the parties have agreed that, unless otherwise provided in an agreement between Parent and the holder thereof, (i) to the extent that the full amount of Control4 Stock Option Consideration or Control4 RSU Award Consideration has not been paid with respect to an Unvested Control4 Stock Option or
( 5 )Unvested Control4 RSU Award, as applicable, in each case, that was granted prior to 2019 (such Unvested Control4 Stock Option or Unvested Control4 RSU Award, a "Pre-2019 Control4 Equity Award") and provided that the holder thereof has remained continuously employed with Parent or any of its affiliates through the date that is six months following the closing date of the Merger (the "Closing Date"), any then-unpaid Control4 Stock Option Consideration or Control4 RSU Award Consideration, as applicable, in respect of such Pre-2019 Control4 Equity Award will be paid to such holder thereof as soon as reasonably practicable following such date, and (ii) with respect to any Unvested Control4 RSU Award that was granted in 2019 (a "2019 Control4 RSU Award"), provided that the holder has remained continuously employed with Parent or any of its affiliates through the date that is six months following the Closing Date and to the extent not previously paid,
( 6 )the portion of any Control4 RSU Award Consideration that is otherwise due to be paid in respect of such 2019 Control4 RSU Award on the first anniversary of the vesting commencement date of such 2019 Control4 RSU Award will become payable to the holder thereof upon the date that is six months following the Closing Date, and will be paid to such holder as soon as reasonably practicable following such date. In the event a holder's employment is terminated by Parent or any of its affiliates without Cause (as defined in Control4's 2003 Equity Plan or Control4's 2013 Stock Option and Incentive Plan (the "2013 Plan" and together with Control4's 2003 Equity Plan, the "Control4 Stock Plans"), as applicable), all then-unpaid Control4 RSU Award Consideration or Control4 Stock Option Consideration in respect of such 2019 Control4 RSU Awards or Pre-2019 Control4 Equity Awards (as applicable) will be paid to such holder as soon as reasonably practicable following such termination.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.