Sec Form 4 Filing - Kelliher Patrick E @ Vivint Smart Home, Inc. - 2020-01-17

Insider filing report for Changes in Beneficial Ownership
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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
Kelliher Patrick E
2. Issuer Name and Ticker or Trading Symbol
Vivint Smart Home, Inc. [ VVNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
C/O VIVINT SMART HOME, INC., 4931 NORTH 300 WEST
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2020
(Street)
PROVO, UT84604
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
Class A Common Stock 01/17/2020 A( 1 )( 2 )( 3 ) 68,564 A 68,564 D
Class A Common Stock 01/17/2020 A( 1 )( 2 )( 4 ) 13,063 A 13,063 I See Footnote ( 5 )
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
Earnout Rights ( 6 ) ( 7 ) 01/17/2020 A( 1 )( 2 ) 32,805 ( 6 )( 7 ) 01/17/2025 Class A Common Stock 32,805 ( 6 ) ( 7 ) 32,805 D
Earnout Rights ( 6 ) ( 7 ) 01/17/2020 A( 1 )( 2 ) 4,753 ( 6 )( 7 ) 01/17/2025 Class A Common Stock 4,753 ( 6 ) ( 7 ) 4,753 I See Footnote ( 5 )
Stock Appreciation Rights $ 20.41 01/17/2020 A( 1 )( 2 ) 21,603 ( 8 ) 06/08/2028 Class A Common Stock 21,603 ( 8 ) 21,603 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kelliher Patrick E
C/O VIVINT SMART HOME, INC.
4931 NORTH 300 WEST
PROVO, UT84604
Chief Accounting Officer
Signatures
/s/ Shawn J. Lindquist, as Attorney-in-Fact 01/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an Agreement and Plan of Merger, dated effective as of September 15, 2019, as amended by that certain Amendment No. 1 and as otherwise amended from time to time (the "Merger Agreement"), by and among Legacy Vivint Smart Home, Inc. (f/k/a Vivint Smart Home, Inc.) ("Legacy Vivint Smart Home"), Mosaic Acquisition Corp. ("Mosaic") and Maiden Merger Sub, Inc. ("Merger Sub"), Merger Sub merged (the "Merger") with and into Legacy Vivint Smart Home, with Legacy Vivint Smart Home surviving the merger as a wholly owned subsidiary of Mosaic (which subsequently changed its name to "Vivint Smart Home, Inc.", the "Issuer").
( 2 )Pursuant to the terms of the Merger Agreement, the stockholders of Legacy Vivint Smart Home at the effective time of the Merger (the "Effective Time") received 84.5320916792 shares of Class A common stock of the Issuer ("Class A Common Stock") for each share of common stock of Legacy Vivint Smart Home held by them immediately prior to the Effective Time and certain rights to additional shares of Class A Common Stock upon the achievement of certain milestones as described in the Merger Agreement (the "Earnout Rights"). Additionally, certain equity awards of a subsidiary of Legacy Vivint Smart Home were canceled and converted into equity awards of the Issuer, and restricted shares of common stock of Legacy Vivint Smart Home, issued in respect of a redemption of certain Class B Units of 313 Acquisition LLC, were cancelled and converted into restricted shares of Class A Common Stock of the Issuer.
( 3 )Reflects shares of Class A Common Stock acquired pursuant to the Merger Agreement, including 48,948 shares of unvested restricted stock.
( 4 )Reflects shares of Class A Common Stock acquired pursuant to the Merger Agreement.
( 5 )Reflects securities held by a trust for the benefit of the Reporting Person's family.
( 6 )Reflects Earnout Rights acquired pursuant to the Merger Agreement. Pursuant to earnout provisions in the Merger Agreement, the Reporting Person is entitled to receive such shares of Class A Common Stock if, from the closing of the Merger until the fifth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds certain thresholds as discussed below.
( 7 )Of these Earnout Rights, one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period, and one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $17.50 for any 20 trading days within any 30 trading day period. The issuance of such shares are subject to certain adjustments, including pro rata adjustments, set forth in the Merger Agreement.
( 8 )Reflects stock appreciation rights ("SARs") issued pursuant to the Merger Agreement. 2,880 of these SARs are vested. The unvested SARs vest as follows: (a) 11,522 vest in four equal annual installments beginning on June 12, 2020, and (b) 7,201 vest in four equal annual installments beginning on January 17, 2021, or in the case of (b), earlier if certain performance thresholds are achieved.

Remarks:
The Reporting Person disclaims beneficial ownership over the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

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).
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