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313 Acquisition LLC 4

Accession 0000899243-20-006367

CIK 0001713952other

View on SEC.gov Company Profile

Filed

Feb 27, 7:00 PM ET

Accepted

Feb 28, 8:13 PM ET

Size

29.8 KB

Accession

0000899243-20-006367

Insider Transaction Report

Form 4

Period: 2020-02-26

Vivint Smart Home, Inc.VVNT

313 Acquisition LLC

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

Blackstone Capital Partners VI L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

Blackstone Holdings III L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
4,216
Class A Common Stock
(indirect: See Footnotes)
9,995,784

Blackstone Holdings III GP L.P.

10% Owner

Transactions

Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)
Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

Blackstone Holdings III GP Management L.L.C.

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

Blackstone Inc.

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

Blackstone Group Management L.L.C.

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

SCHWARZMAN STEPHEN A

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

Blackstone Management Associates VI L.L.C.

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

BMA VI L.L.C.

10% Owner

Transactions

Conversion
Class A Common Stock
2020-02-26+9,538,597→ 88,189,716 total(indirect: See Footnotes)
Conversion
Earnout Rights
2020-02-26−9,538,597→ 19,077,194 total
Exp: 2025-01-17→ Class A Common Stock (9,538,597 underlying)

Holdings

Class A Common Stock
(indirect: See Footnotes)
9,995,784
Class A Common Stock
(indirect: See Footnotes)
4,216

Footnotes (9)

[F1]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.
[F2]Pursuant to the terms of the Merger Agreement, the stockholders 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") 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 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.
[F3]Of these Earnout Rights, one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period (the "$12.50 Condition"), one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period (the "$15.00 Condition"), and one-third will be issued if the volume-weighted average price of the Class A Common Stock exceeds $17.50 for any 20 trading days within any 30 trading day period (the "$17.50 Condition"). The issuance of such shares are subject to certain adjustments, including pro rata adjustments, set forth in the Merger Agreement. The $12.50 Condition was satisfied on February 26, 2020.
[F4]Reflects securities held directly by 313 Acquisition LLC. 313 Acquisition LLC is managed by a board of managers and Blackstone Capital Partners VI L.P., as managing member.
[F5]Reflects securities held directly by BCP Voyager Holdings LP.
[F6]Reflects securities held directly by Blackstone Family Investment Partnership VI L.P.
[F7]Blackstone Management Associates VI L.L.C. is the general partner of Blackstone Capital Partners VI L.P. and BCP Voyager Holdings LP. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. BCP VI Side-by-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership VI L.P. Blackstone Holdings III L.P. is the managing member of BMA VI L.L.C. and the sole member of BCP VI Side-by-Side GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
[F8]Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
[F9]Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Vivint Smart Home, Inc.

CIK 0001713952

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001562390

Filing Metadata

Form type: 4
Filed: Feb 27, 7:00 PM ET
Accepted: Feb 28, 8:13 PM ET
Size: 29.8 KB

View on SEC.gov