Sec Form 4 Filing - Lindquist Shawn J. @ Vivint Smart Home, Inc. - 2020-09-17

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
Lindquist Shawn J.
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 Legal Officer
(Last) (First) (Middle)
C/O VIVINT SMART HOME, INC., 4931 NORTH 300 WEST
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2020
(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 09/17/2020 C( 1 )( 2 )( 3 ) 8,996 ( 4 ) A 25,002 D
Class A Common Stock 09/17/2020 F( 5 ) 1,063 D $ 17.82 23,939 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
Earnout Rights ( 2 ) ( 3 ) 09/17/2020 C( 1 )( 2 )( 3 ) 8,996 ( 2 ) ( 3 ) ( 3 )( 4 ) 01/17/2025 Class A Common Stock 8,996 ( 2 ) ( 3 ) ( 2 ) ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lindquist Shawn J.
C/O VIVINT SMART HOME, INC.
4931 NORTH 300 WEST
PROVO, UT84604
Chief Legal Officer
Signatures
/s/ Shawn J. Lindquist 09/21/2020
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"). The transactions contemplated by the Merger Agreement closed on January 17, 2020.
( 2 )Pursuant to the terms of the Merger Agreement, the stockholders and holders of equity awards of Legacy Vivint Smart Home at the effective time of the Merger received, among other consideration, certain rights to additional shares of Class A common stock of the Issuer ("Class A Common Stock") or to have the terms and conditions of their equity awards equitably adjusted, in each case, upon the achievement of certain milestones as described in the Merger Agreement (the "Earnout Rights"). Pursuant to earnout provisions in the Merger Agreement, the Reporting Person is entitled to receive such shares of Class A Common Stock and/or have the terms and conditions of their equity award equitably adjusted 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, subject to the terms of the Merger Agreement.
( 3 )These Earnout Rights were earned if the volume-weighted average price of the Class A Common Stock exceeded $17.50 for any 20 trading days within any 30 trading day period (the "$17.50 Condition"). The Earnout Rights were subject to certain adjustments, including pro rata adjustments, set forth in the Merger Agreement. The $17.50 Condition was satisfied on September 17, 2020.
( 4 )Reflects, upon satisfaction of the $17.50 Condition, the issuance of the following: (a) 2,399 shares of Class A Common Stock, and (b) the right to receive 6,597 shares of Class A Common Stock, which vest upon the vesting of the stock appreciation rights to which they relate.
( 5 )Reflects shares of Class A Common Stock withheld to cover the Reporting Person's tax liability in connection with the satisfaction of the $17.50 Condition.

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