Sec Form 4 Filing - RETV GP, LLC @ SmartRent, Inc. - 2022-04-22

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
RETV GP, 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)
136 HEBER AVE, SUITE 304,
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2022
(Street)
PARK CITY, UT84060
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 05/04/2022 X 937,018 A $ 0.002 6,653,939 I By RET Ventures SPV I, L.P.( 1 )
Class A Common Stock 25,610,456 I By Real Estate Technology Ventures, L.P.( 2 )
Class A Common Stock 447,221 I By Real Estate Technology Ventures Associates, L.P.( 3 )
Class A Common Stock 5,886,681 I By Real Estate Technology Ventures-A, L.P.( 4 )
Class A Common Stock 389,319 I By Real Estate Technology Ventures II, L.P.( 5 )
Class A Common Stock 9,066 I By Real Estate Technology Ventures Associates II, L.P.( 6 )
Class A Common Stock 32,981( 7 ) D( 8 )
Class A Common Stock 14,269( 7 ) D( 9 )
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
Warrant $ 0.002 04/22/2022 J( 10 ) 937,018 ( 10 ) 04/23/2030 Class A Common Stock 937,018 $ 0 937,018 I By RET Ventures SPV I, L.P.( 1 )
Warrant $ 0.002 05/04/2022 X 937,018 ( 10 ) 04/23/2030 Class A Common Stock 937,018 $ 0 0 I By RET Ventures SPV I, L.P.( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RETV GP, LLC
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Real Estate Technology Ventures, L.P.
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Real Estate Technology Ventures Associates, L.P.
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Real Estate Technology Ventures-A, L.P.
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
RET Ventures SPV I, L.P.
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
RETV GP II, LLC
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Real Estate Technology Ventures II, L.P.
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Real Estate Technology Ventures Associates II, L.P.
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Yip Christopher J.
C/O REAL ESTATE TECHNOLOGY VENTURES
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Helm John Hanson
C/O REAL ESTATE TECHNOLOGY VENTURES
136 HEBER AVE, SUITE 304
PARK CITY, UT84060
X
Signatures
RETV GP, LLC, By /s/ John Helm, Managing Director 05/06/2022
Signature of Reporting Person Date
Real Estate Technology Ventures, L.P., By: RETV GP, LLC, its general partner, By /s/ John Helm, Managing Director 05/06/2022
Signature of Reporting Person Date
Real Estate Technology Ventures Associates, L.P., By: RETV GP, LLC, its general partner, By /s/ John Helm, Managing Director 05/06/2022
Signature of Reporting Person Date
Real Estate Technology Ventures-A, L.P., By: RETV GP, LLC, its general partner, By /s/ John Helm, Managing Director 05/06/2022
Signature of Reporting Person Date
RET Ventures SPV I, L.P., By: RETV GP, LLC, its general partner, By /s/ John Helm, Managing Director 05/06/2022
Signature of Reporting Person Date
RETV GP II, LLC, By /s/ Christopher Yip, Managing Director 05/06/2022
Signature of Reporting Person Date
Real Estate Technology Ventures II, L.P., By: RETV GP II, LLC, its general partner, By /s/ Christopher Yip, Managing Director 02/25/2022 /s/ Christopher Yip 05/06/2022
Signature of Reporting Person Date
Real Estate Technology Ventures Associates II, L.P., By: RETV GP II, LLC, its general partner, By /s/ Christopher Yip, Managing Director 05/06/2022
Signature of Reporting Person Date
/s/ Christopher Yip 05/06/2022
Signature of Reporting Person Date
/s/ John Helm 05/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held directly by RET Ventures SPV I, L.P. ("RET SPV I"). RETV GP, LLC ("RET GP I") is the general partner of RET SPV I and may be deemed to beneficially own the shares held by RET SPV I. John Helm is the Managing Director of RET GP I, and may be deemed to share voting and investment power over the shares held by RET SPV I. Each of RET GP I and Mr. Helm disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
( 2 )Shares are held directly by Real Estate Technology Ventures, L.P. ("RET Fund I"). RET GP I is the general partner of RET Fund I and may be deemed to beneficially own the shares held by RET Fund I. John Helm is the Managing Director of RET GP I, and may be deemed to share voting and investment power over the shares held by RET Fund I. Each of RET GP I and Mr. Helm disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
( 3 )Shares are held directly by Real Estate Technology Ventures Associates, L.P. ("RET Associates I"). RET GP I is the general partner of RET Associates I and may be deemed to beneficially own the shares held by RET Associates I. John Helm is the Managing Director of RET GP I, and may be deemed to share voting and investment power over the shares held by RET Associates I. Each of RET GP I and Mr. Helm disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
( 4 )Shares are held directly by Real Estate Technology Ventures-A, L.P. ("RET Fund I-A"). RET GP I is the general partner of RET Fund I-A and may be deemed to beneficially own the shares held by RET Fund I-A. John Helm is the Managing Director of RET GP I, and may be deemed to share voting and investment power over the shares held by RET Fund I-A. Each of RET GP I and Mr. Helm disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
( 5 )Shares are held directly by Real Estate Technology Ventures II, L.P. ("RET Fund II"). RETV GP II, LLC ("RET GP II") is the general partner of RET Fund II and may be deemed to beneficially own the shares held by RET Fund II. John Helm and Christopher Yip are Managing Directors of RET GP II, and may be deemed to share voting and investment power over the shares held by RET Fund II. Each of RET GP II and Messrs. Helm and Yip disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
( 6 )Shares are held directly by Real Estate Technology Ventures Associates II, L.P. ("RET Associates II"). RETV GP II is the general partner of RET Associates II and may be deemed to beneficially own the shares held by RET Associates II. John Helm and Christopher Yip are Managing Directors of RET GP II, and may be deemed to share voting and investment power over the shares held by RET Associates II. Each of RET GP II and Messrs. Helm and Yip disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
( 7 )The shares held by the Reporting Person reported herein reflect the receipt of shares pursuant to pro rata distributions in kind, effected by each of RET GP I and RET GP II to its members for no additional consideration, including the Reporting Person. The receipt of such shares by the Reporting Person constituted a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.
( 8 )Shares are held directly by John Helm
( 9 )Shares are held directly by Christopher Yip
( 10 )Reflects the determination of the exercisability of the second tranche of a warrant (the "Warrant") received by RET Ventures SPV I, L.P. on August 14, 2021 in connection with the closing (the "Closing") of the business combination between the Issuer, Einstein Merger Corp. I. and SmartRent.com, Inc. The Warrant, which initially provided for the purchase of up to 1,874,036 shares of Class A Common Stock, was subject to vesting in two discrete increments of 50% of the total subject shares upon the achievement of commercial milestones. As of the Closing, the second performance-based vesting condition had not been met and, accordingly, this tranche was not previously reportable on the Reporting Persons' Section 16 reports. The Reporting Persons were informed by the Issuer on April 22, 2022 that the Issuer had determined that the performance-based vesting condition of the second tranche had been satisfied.

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