0000899243-20-025864.txt : 20200921
0000899243-20-025864.hdr.sgml : 20200921
20200921212101
ACCESSION NUMBER: 0000899243-20-025864
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200917
FILED AS OF DATE: 20200921
DATE AS OF CHANGE: 20200921
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TIBBETTS JOSEPH S JR
CENTRAL INDEX KEY: 0001236738
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38246
FILM NUMBER: 201187675
MAIL ADDRESS:
STREET 1: 1800 SOUTH NOVELL PLACE
CITY: PROVO
STATE: UT
ZIP: 84606
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vivint Smart Home, Inc.
CENTRAL INDEX KEY: 0001713952
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 981380306
STATE OF INCORPORATION: UT
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4931 NORTH 300 WEST
CITY: PROVO
STATE: UT
ZIP: 84604
BUSINESS PHONE: (801) 705-8011
MAIL ADDRESS:
STREET 1: 4931 NORTH 300 WEST
CITY: PROVO
STATE: UT
ZIP: 84604
FORMER COMPANY:
FORMER CONFORMED NAME: Mosaic Acquisition Corp.
DATE OF NAME CHANGE: 20170804
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-09-17
0
0001713952
Vivint Smart Home, Inc.
VVNT
0001236738
TIBBETTS JOSEPH S JR
C/O VIVINT SMART HOME, INC.
4931 NORTH 300 WEST
PROVO
UT
84604
1
0
0
0
Class A Common Stock
2020-09-17
4
C
0
2819
A
8402
D
Earnout Rights
2020-09-17
4
C
0
2819
D
2025-01-17
Class A Common Stock
2819
0
D
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.
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.
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.
Reflects, upon satisfaction of the $17.50 Condition, the issuance of the following: (a) 889 shares of Class A Common Stock, and (b) the right to receive 1,930 shares of Class A Common Stock, which vest upon the settlement of the restricted stock units to which they relate.
/s/ Shawn J. Lindquist, as Attorney-in-Fact
2020-09-21