Sec Form 3 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ SmartRent, Inc. - 2021-08-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
BAIN CAPITAL VENTURE INVESTORS, LLC
2. Issuer Name and Ticker or Trading Symbol
SmartRent, Inc. [ SMRT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CLARENDON STREET,
3. Date of Earliest Transaction (MM/DD/YY)
08/24/2021
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 21,972,649 I See footnotes ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CL ARENDON STREET
BOSTON, MA02116
X
Bain Capital Venture Fund 2019, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Venture Investors 2019, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
BCV 2019-MD Primary, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP Venture Associates II, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP Venture Associates II-B, LP
200 CLARENDON STREET
BOSTON, MA02116
X
Salem Enrique T
C/O BAIN CAPITAL VENTURE INVESTORS,
200 CLARENDON STREET
BOSTON, MA02116
X
Agarwal Ajay
C/O BAIN CAPITAL VENTURE INVESTORS
200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director 09/02/2021
Signature of Reporting Person Date
Bain Capital Venture Fund 2019, L.P., By: Bain Capital Venture Investors 2019, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 09/02/2021
Signature of Reporting Person Date
Bain Capital Venture Investors 2019, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 09/02/2021
Signature of Reporting Person Date
BCV 2019-MD Primary, L.P., By: Bain Capital Venture Investors 2019, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 09/02/2021
Signature of Reporting Person Date
BCIP Venture Associates II, L.P., By: Boylston Coinvestors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 09/02/2021
Signature of Reporting Person Date
BCIP Venture Associates II-B, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 09/02/2021
Signature of Reporting Person Date
/s/ Enrique T. Salem 09/02/2021
Signature of Reporting Person Date
/s/ Ajay Agarwal 09/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 19,132,251 shares of the Issuer's Class A Common Stock held directly by Bain Capital Venture Fund 2019, L.P. ("BCV Fund 2019"), (ii) 1,946,413 shares of the Issuer's Class A Common Stock held directly by BCIP Venture Associates II, L.P. ("BCIP Venture II"), (iii) 158,127 shares of the Issuer's Class A Common Stock held directly by BCIP Venture Associates II-B, LP ("BCIP Venture II-B") and (iv) 735,858 shares of the Issuer's Class A Common Stock held directly by BCV 2019-MD Primary, L.P. ("BCV MD Primary" and, together with BCV Fund 2019, BCIP Venture II and BCIP Venture II-B, the "Bain Capital Venture Entities").
( 2 )Bain Capital Venture Investors, LLC ("BCVI") is the manager of Bain Capital Venture Investors 2019, LLC ("BCV Investors 2019"), which is the general partner of each of BCV Fund 2019 and BCV MD Primary. Boylston Coinvestors, LLC is the general partner of each of BCIP Venture II and BCIP Venture II-B. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, each of BCVI, BCV Investors 2019 and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to all of the securities held by the Bain Capital Venture Entities. Each of BCVI, BCV Investors 2019 and Messrs. Salem and Agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

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