4//SEC Filing
Russell Dana C 4
Accession 0000899243-22-039609
CIK 0001713952other
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 7:56 PM ET
Size
10.7 KB
Accession
0000899243-22-039609
Insider Transaction Report
Form 4
Russell Dana C
Chief Financial Officer
Transactions
- Tax Payment
Class A Common Stock
2022-12-28$11.91/sh−26,653$317,437→ 61,376 total - Exercise/Conversion
Class A Common Stock
2022-12-28+88,029→ 88,029 total - Exercise/Conversion
Restricted Stock Units
2022-12-28−88,029→ 616,196 total→ Class A Common Stock (88,029 underlying)
Footnotes (5)
- [F1]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.
- [F2]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 his equity award described herein would otherwise vest, subject to any outstanding accelerated vesting provisions.
- [F3]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.
- [F4]Reflects shares of Class A Common Stock withheld to cover the Reporting Person's tax liability in connection with the vesting of RSUs.
- [F5]On May 16, 2022, the Reporting Person was granted 704,225 RSUs that were scheduled to vest in four equal annual installments beginning on May 16, 2023. The number of RSUs reported represents 50% of the number of RSUs that was scheduled to vest on May 16, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
Documents
Issuer
Vivint Smart Home, Inc.
CIK 0001713952
Entity typeother
Related Parties
1- filerCIK 0001367405
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 7:56 PM ET
- Size
- 10.7 KB