SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Garen Daniel (Last) (First) (Middle) C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST (Street) PROVO UT 84604 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Vivint Smart Home, Inc. [ VVNT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 12/28/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	12/28/2022		M(1)(2)		13,043	A	(3)	74,608	D
Class A Common Stock	12/28/2022		M(1)(2)		8,929	A	(3)	83,537	D
Class A Common Stock	12/28/2022		F(4)		8,257	D	$11.91	75,280	D

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 (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
Restricted Stock Units	(3)	12/28/2022		M(1)(2)(5)			13,043	(5)	(5)	Class A Common Stock	13,043(3)	$0.00	247,826	D
Restricted Stock Units	(3)	12/28/2022		M(1)(2)(6)			8,929	(6)	(6)	Class A Common Stock	8,929(3)	$0.00	26,786	D

Explanation of Responses:

1. In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger, dated as of December 6, 2022, entered into by and among Vivint Smart Home, Inc. (the "Issuer"), NRG Energy, Inc. ("Parent"), and Jetson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, the Board of Directors of the Issuer approved the acceleration of the payment of certain equity awards to mitigate certain adverse tax consequences under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the Merger.

2. The accelerated settlement described in this Form 4 is contingent upon the Reporting Person's agreement to repay accelerated compensation amounts if the Reporting Person ceases to be employed with the Issuer prior to the date which any of his equity awards described herein would otherwise vest, subject to any outstanding accelerated vesting provisions.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer ("Class A Common Stock"). The RSUs will be settled in either Class A Common Stock or cash.

4. Reflects shares of Class A Common Stock withheld to cover the Reporting Person's tax liability in connection with the vesting of RSUs.

5. On August 23, 2021, the Reporting Person was granted 347,826 RSUs that vest in four equal annual installments beginning on August 23, 2022. The number of RSUs reported represents 15% of the number of RSUs that was scheduled to vest on August 23, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.

6. On March 23, 2022, the Reporting Person was granted 35,715 RSUs that vest in four equal annual installments beginning on March 23, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 23, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.

Remarks:

Title: Chief Ethics and Compliance Officer

	/s/ Garner B. Meads, III, as Attorney-in-Fact	12/30/2022
	** 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).
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