4//SEC Filing
Gerard Dale R 4
Accession 0000899243-20-025862
CIK 0001713952other
Filed
Sep 20, 8:00 PM ET
Accepted
Sep 21, 9:19 PM ET
Size
10.2 KB
Accession
0000899243-20-025862
Insider Transaction Report
Form 4
Gerard Dale R
Interim CFO
Transactions
- Conversion
Class A Common Stock
2020-09-17+12,323→ 115,521 total - Conversion
Earnout Rights
2020-09-17−12,323→ 0 totalExp: 2025-01-17→ Class A Common Stock (12,323 underlying)
Footnotes (4)
- [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 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.
- [F3]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.
- [F4]Reflects, upon satisfaction of the $17.50 Condition, the issuance of the following: (a) 5,054 shares of Class A Common Stock, (b) 5,329 additional shares of restricted Class A Common Stock, which vest upon the vesting of the restricted Class A Common Stock held by the Reporting Person to which they relate, and (c) the right to receive 1,940 shares of Class A Common Stock, which vest upon the vesting of the stock appreciation rights to which they relate.
Documents
Issuer
Vivint Smart Home, Inc.
CIK 0001713952
Entity typeother
Related Parties
1- filerCIK 0001798300
Filing Metadata
- Form type
- 4
- Filed
- Sep 20, 8:00 PM ET
- Accepted
- Sep 21, 9:19 PM ET
- Size
- 10.2 KB