Sec Form 4 Filing - Meads Garner B. III @ Vivint Smart Home, Inc. - 2022-12-28

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Meads Garner B. III 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) See Remarks (Last) (First) (Middle) C/O VIVINT SMART HOME, INC., 4931 NORTH 300 WEST 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2022 (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 12/28/2022 M( 1 )( 2 ) 5,548 A 61,224 D Class A Common Stock 12/28/2022 M( 1 )( 2 ) 3,634 A 64,858 D Class A Common Stock 12/28/2022 M( 1 )( 2 ) 3,634 A 68,492 D Class A Common Stock 12/28/2022 M( 1 )( 2 ) 9,713 A 78,205 D Class A Common Stock 12/28/2022 M( 1 )( 2 ) 34,454 A 112,659 D Class A Common Stock 12/28/2022 M( 1 )( 2 ) 14,286 A 126,945 D Class A Common Stock 12/28/2022 F( 4 ) 28,545 D $ 11.91 98,400 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 ( 3 ) 12/28/2022 M( 1 )( 2 )( 5 ) 5,548 ( 5 ) ( 5 ) Class A Common Stock 5,548( 3 ) $ 0 5,549 D Restricted Stock Units ( 3 ) 12/28/2022 M( 1 )( 2 )( 6 ) 3,634 ( 6 ) ( 6 ) Class A Common Stock 3,634( 3 ) $ 0 7,267 D Restricted Stock Units ( 3 ) 12/28/2022 M( 1 )( 2 )( 7 ) 3,634 ( 7 ) ( 7 ) Class A Common Stock 3,634( 3 ) $ 0 7,267 D Restricted Stock Units ( 3 ) 12/28/2022 M( 1 )( 2 )( 8 ) 9,713 ( 8 ) ( 8 ) Class A Common Stock 9,713( 3 ) $ 0 19,424 D Restricted Stock Units ( 3 ) 12/28/2022 M( 1 )( 2 )( 9 ) 34,454 ( 9 ) ( 9 ) Class A Common Stock 34,454( 3 ) $ 0 103,363 D Restricted Stock Units ( 3 ) 12/28/2022 M( 1 )( 2 )( 10 ) 14,286 ( 10 ) ( 10 ) Class A Common Stock 14,286( 3 ) $ 0 42,857 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meads Garner B. III C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST PROVO, UT84604 See Remarks Signatures /s/ Garner B. Meads, III 12/30/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger, dated as of December 6, 2022, entered into by and among Vivint Smart Home, Inc. (the "Issuer"), NRG Energy, Inc. ("Parent"), and Jetson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, the Board of Directors of the Issuer approved the acceleration of the payment of certain equity awards to mitigate certain adverse tax consequences under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the Merger. ( 2 )The accelerated settlement described in this Form 4 is contingent upon the Reporting Person's agreement to repay accelerated compensation amounts if the Reporting Person ceases to be employed with the Issuer prior to the date which any of his equity awards described herein would otherwise vest, subject to any outstanding accelerated vesting provisions. ( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer ("Class A Common Stock"). The RSUs will be settled in either Class A Common Stock or cash. ( 4 )Reflects shares of Class A Common Stock withheld to cover the Reporting Person's tax liability in connection with the vesting of RSUs. ( 5 )Reflects an initial grant of 22,195 RSUs that vests in four equal annual installments beginning on January 17, 2021. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on January 17, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant. ( 6 )Reflects performance-based RSUs previously granted to the Reporting Person, the performance of which was certified on March 1, 2022. Upon certification of the award, the Reporting Person received 3,634 shares of Class A Common Stock and 10,901 RSUs that were scheduled to vest in three equal annual installments beginning on March 1, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant. ( 7 )Reflects an initial grant of 14,535 RSUs that vests in four equal annual installments beginning on March 1, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant. ( 8 )Reflects an initial grant of 38,850 RSUs that vests in four equal annual installments beginning on September 1, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on September 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant. ( 9 )Reflects an initial grant of 137,817 RSUs that vests in four equal annual installments beginning on December 2, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on December 2, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant. ( 10 )Reflects an initial grant of 57,143 RSUs that vests in four equal annual installments beginning on March 1, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.

Remarks: Title: Chief Legal Officer and Secretary

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.