Sec Form 4 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ SmartRent, Inc. - 2022-08-09

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
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)
08/09/2022
(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 08/09/2022 S 51,400 D $ 5.1614( 4 ) 19,793,197 I See footnotes( 1 )( 2 )( 3 )
Class A Common Stock 08/10/2022 S 66,939 D $ 5.5252( 5 ) 19,726,258 I See footnotes( 1 )( 2 )( 3 )
Class A Common Stock 08/11/2022 S 95,634 D $ 5.6094( 6 ) 19,630,624 I See footnotes( 1 )( 2 )( 3 )
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 CLARENDON 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/ Paul Zurlo, Title:, Managing Director 08/11/2022
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/ Paul Zurlo, Title: Managing Director 08/11/2022
Signature of Reporting Person Date
Bain Capital Venture Investors 2019, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Paul Zurlo, Title: Managing Director 08/11/2022
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/ Paul Zurlo, Title: Managing Director 08/11/2022
Signature of Reporting Person Date
BCIP Venture Associates II, L.P., By: Boylston Coinvestors, LLC, its general partner, By: /s/ Paul Zurlo, Title: Authorized Signatory 08/11/2022
Signature of Reporting Person Date
BCIP Venture Associates II-B, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Paul Zurlo, Title: Authorized Signatory 08/11/2022
Signature of Reporting Person Date
/s/ Enrique T. Salem 08/11/2022
Signature of Reporting Person Date
/s/ Ajay Agarwal 08/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Bain Capital Venture Investors, LLC ("BCVI") is the manager of Bain Capital Venture Investors 2019, LLC ("BCVI 2019"), which is the general partner of each of Bain Capital Venture Fund 2019, L.P. ("BCV Fund 2019") and BCV 2019-MD Primary, L.P. ("BCV MD Primary"). As a result, BCVI 2019 may be deemed to share voting and dispositive power with respect to the shares of the Issuer's Class A Common Stock held by BCV Fund 2019 and BCV MD Primary. BCVI 2019 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 9, 2022, August 10, 2022 and August 11, 2022, BCV Fund 2019 sold 44,756, 58,285 and 83,271 shares of the Issuer's Class A Common Stock, respectively, and BCV MD Primary sold 1,721, 2,242 and 3,203 shares of the Issuer's Class A Common Stock, respectively. Following such sales, BCV Fund 2019 and BCV MD Primary held 17,092,976 and 657,429 shares of the Issuer's Class A Common Stock, respectively.
( 2 )Boylston Coinvestors, LLC is the general partner of each of BCIP Venture Associates II, L.P. ("BCIP Venture II") and BCIP Venture Associates II-B, LP ("BCIP Venture II-B" and, together with BCV Fund 2019, BCV MD Primary and BCIP Venture II, the "Bain Capital Venture Entities"). On August 9, 2022, August 10, 2022 and August 11, 2022, BCIP Venture II sold 4,553, 5,930 and 8,472 shares of the Issuer's Class A Common Stock, respectively, and BCIP Venture II-B sold 370, 482 and 688 shares of the Issuer's Class A Common Stock, respectively. Following such sales, BCIP Venture II and BCIP Venture II-B held 1,738,946 and 141,273 shares of the Issuer's Class A Common Stock, respectively.
( 3 )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, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.05 to $5.35, inclusive. The reporting persons undertake to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (6) to this Form 4.
( 5 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.34 to $5.61, inclusive.
( 6 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.52 to $5.81, inclusive.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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