FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SmartRent, Inc. [ SMRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 07/11/2022 | S | 69,604 | D | $4.671(4) | 21,064,782 | I | See footnotes(1)(2)(3) | ||
Class A Common Stock | 07/12/2022 | S | 62,750 | D | $4.586(5) | 21,002,032 | I | See footnotes(1)(2)(3) | ||
Class A Common Stock | 07/13/2022 | S | 46,225 | D | $4.7084(6) | 20,955,807 | I | See footnotes(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 July 11, 2022, July 12, 2022 and July 13, 2022, BCV Fund 2019 sold 60,606, 54,638 and 40,249 shares of the Issuer's Class A Common Stock, respectively, and BCV MD Primary sold 2,331, 2,101 and 1,548 shares of the Issuer's Class A Common Stock, respectively. Following such sales, BCV Fund 2019 and BCV MD Primary held 18,246,857 and 701,806 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 July 11, 2022, July 12, 2022 and July 13, 2022, BCIP Venture II sold 6,166, 5,559 and 4,095 shares of the Issuer's Class A Common Stock, respectively, and BCIP Venture II-B sold 501, 452 and 333 shares of the Issuer's Class A Common Stock, respectively. Following such sales, BCIP Venture II and BCIP Venture II-B held 1,856,335 and 150,809 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 $4.60 to $4.81, 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 $4.50 to $4.70, inclusive. |
6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.60 to $4.79, inclusive. |
Remarks: |
Bain Capital Venture Investors, LLC, By: /s/ Merritt Hummer, Title: Managing Director | 07/13/2022 | |
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/ Merritt Hummer, Title: Managing Director | 07/13/2022 | |
Bain Capital Venture Investors 2019, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Merritt Hummer, Title: Managing Director | 07/13/2022 | |
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/ Merritt Hummer, Title: Managing Director | 07/13/2022 | |
BCIP Venture Associates II, L.P., By: Boylston Coinvestors, LLC, its general partner, By: /s/ Merritt Hummer, Title: Authorized Signatory | 07/13/2022 | |
BCIP Venture Associates II-B, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Merritt Hummer, Title: Authorized Signatory | 07/13/2022 | |
/s/ Enrique T. Salem | 07/13/2022 | |
/s/ Ajay Agarwal | 07/13/2022 | |
** Signature of Reporting Person | Date | |
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. |