VIVINT SMART HOME, INC. |
(Name of Issuer)
|
Class A Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
928542109
|
(CUSIP Number)
|
David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
February 26, 2020
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 2 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Mosaic Investor LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,357,339
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,357,339
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,357,339
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The calculation is based on the 166,287,651 shares of Class A common stock, par value $0.0001 per share (“Common Stock”) of Vivint Smart Home, Inc.
(the “Issuer”) outstanding as of February 26, 2020.
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Mosaic Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
Reflects 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of private placement warrants (“Warrants”) of the
Issuer. Does not reflect (i) 1,292,910.5 shares of Common Stock of the Issuer that remain subject to vesting or (ii) 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants that remain subject to vesting.
|
**
|
The calculation is based on the 166,287,651 shares of Common Stock of the Issuer outstanding as of February 26, 2020 (adjusted to reflect 1,483,333.5 shares of Common
Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FIG LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
Reflects 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer. Does not reflect (i) 1,292,910.5 shares of Common
Stock of the Issuer that remain subject to vesting or (ii) 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants that remain subject to vesting.
|
**
|
The calculation is based on the 166,287,651 shares of Common Stock of the Issuer outstanding as of February 26, 2020 (adjusted to reflect 1,483,333.5 shares of
Common Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Operating Entity I LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
Reflects 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer. Does not reflect (i) 1,292,910.5 shares of Common
Stock of the Issuer that remain subject to vesting or (ii) 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants that remain subject to vesting.
|
**
|
The calculation is based on the 166,287,651 shares of Common Stock of the Issuer outstanding as of February 26, 2020 (adjusted to reflect 1,483,333.5 shares of
Common Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 6 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
FIG Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
Reflects 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer. Does not reflect (i) 1,292,910.5 shares of Common Stock
of the Issuer that remain subject to vesting or (ii) 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants that remain subject to vesting.
|
**
|
The calculation is based on the 166,287,651 shares of Common Stock of the Issuer outstanding as of February 26, 2020 (adjusted to reflect 1,483,333.5 shares of Common
Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
CUSIP No.: 928542109
|
SCHEDULE 13D
|
Page 7 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fortress Investment Group LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
N/A
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,350,983*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
Reflects 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants of the Issuer. Does not reflect (i) 1,292,910.5 shares of Common
Stock of the Issuer that remain subject to vesting or (ii) 1,483,333.5 shares of Common Stock of the Issuer issuable upon the exercise of Warrants that remain subject to vesting.
|
**
|
The calculation is based on the 166,287,651 shares of Common Stock of the Issuer outstanding as of February 26, 2020 (adjusted to reflect 1,483,333.5 shares of
Common Stock issuable upon the exercise of the Warrants and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
|
i. |
Fortress Mosaic Sponsor LLC, a Delaware limited liability company (“Fortress Sponsor”), Fortress Mosaic Anchor LLC, a Delaware limited liability company (“Fortress Anchor”),
and Fortress Mosaic Investor LLC, a Delaware limited liability company (“Fortress Investor”), each directly hold shares of Common Stock of the Issuer.
|
ii. |
Fortress Mosaic Holdings LLC, a Delaware limited liability company (“Fortress Holdings”), is the sole owner of each of Fortress Sponsor, Fortress Anchor and Fortress Investor.
|
iii. |
FIG LLC, a Delaware limited liability company, controls, indirectly through investment funds managed or advised by controlled affiliates of FIG LLC, 100% of the equity interests of
Fortress Holdings.
|
iv. |
Fortress Operating Entity I LP, a Delaware limited partnership (“FOE”), is the sole owner of FIG LLC.
|
v. |
FIG Corp., a Delaware corporation, is the general partner of FOE.
|
vi. |
Fortress Investment Group LLC, a Delaware limited liability company (“Fortress Investment”), is the sole owner of FIG Corp.
|
|
Fortress Mosaic Investor LLC
|
|
||
|
|
|
|
|
|
By:
|
/s/ Constantine M. Dakolias
|
|
|
|
Name:
|
Constantine M. Dakolias |
|
|
|
Title:
|
President |
|
|
Fortress Mosaic Holdings LLC
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
/s/ Constantine M. Dakolias
|
|
|
|
Name:
|
Constantine M. Dakolias |
|
|
|
Title:
|
President |
|
|
FIG LLC
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
David N. Brooks
|
|
|
|
Title:
|
Secretary & General Counsel
|
|
|
Fortress Operating Entity I LP
|
|
||
|
|
|
||
By:
|
FIG Corp., its general partner
|
|||
|
|
|
|
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
David N. Brooks
|
|
|
|
Title:
|
Secretary & General Counsel
|
|
|
FIG Corp.
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
David N. Brooks
|
|
|
|
Title:
|
Secretary & General Counsel
|
|
|
Fortress Investment Group LLC
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
David N. Brooks
|
|
|
|
Title:
|
Secretary & General Counsel
|
|
Name
|
Present Principal Occupation
|
|
Peter L. Briger, Jr.
|
Chairman
|
|
Constantine M. Dakolias
|
President
|
|
Marc K. Furstein
|
Chief Operating Officer
|
|
William A. Covino
|
Chief Financial Officer
|
|
David Prael
|
Chief Administrative Officer
|
|
Jennifer Sorkin
|
Treasurer
|
|
David N. Brooks
|
Secretary
|
|
Alexander Gillette
|
Assistant Secretary
|
|
Scott Silvers
|
Authorized Signatory
|
|
Jason Meyer
|
Authorized Signatory
|
|
Daniel N. Bass
|
Authorized Signatory
|
Name
|
Present Principal Occupation
|
|
Wesley R. Edens
|
Class A Director, Principal and Co-Chief Executive Officer
|
|
Peter L. Briger, Jr.
|
Class A Director, Principal and Co-Chief Executive Officer
|
|
Randal A. Nardone
|
Class A Director and Principal
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
|
George Wellde
|
Class A Director
|
|
Michael Rantz
|
Class A Director
|
|
Yoshimitsu Goto
|
Class B Director
|
|
Rajeev Misra
|
Class B Director
|
|
Jane Dietze
|
Class A Director
|
|
Hani Barhoush
|
Class A Director
|
|
Marcelo Claure
|
Chairman of the Board; Class B Director
|
|
Michael Morell
|
Class A Director and Security Director
|
Name
|
Present Principal Occupation
|
|
Wesley R. Edens
|
Principal and Co-Chairman of the Board of Directors
|
|
Peter L. Briger, Jr.
|
Principal and Co-Chairman of the Board of Directors
|
|
Randal A. Nardone
|
Chief Executive Officer, Principal and Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|
Name
|
Present Principal Occupation
|
|
FIG Corp.
|
General Partner of Fortress Operating Entity I LP
|
Name
|
Present Principal Occupation
|
|
Wesley R. Edens
|
Principal and Co-Chairman of the Board of Directors
|
|
Peter L. Briger, Jr.
|
Principal and Co-Chairman of the Board of Directors
|
|
Randal A. Nardone
|
Chief Executive Officer, Principal and Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
Chief Financial Officer and Treasurer
|