4//SEC Filing
Pedersen Todd R. 4
Accession 0000899243-23-008501
CIK 0001713952other
Filed
Mar 13, 8:00 PM ET
Accepted
Mar 14, 9:29 PM ET
Size
18.6 KB
Accession
0000899243-23-008501
Insider Transaction Report
Form 4
Pedersen Todd R.
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2023-03-10−109,011→ 0 total→ Class A Common Stock (109,011 underlying) - Disposition to Issuer
Class A Common Stock
2023-03-10$12.00/sh−13,655,825$163,869,900→ 0 total(indirect: See footnote) - Disposition to Issuer
Restricted Stock Units
2023-03-10−146,341→ 0 total→ Class A Common Stock (146,341 underlying) - Disposition to Issuer
Restricted Stock Units
2023-03-10−20,618→ 0 total→ Class A Common Stock (20,618 underlying) - Disposition to Issuer
Class A Common Stock
2023-03-10$12.00/sh−2,368,186$28,418,232→ 0 total - Disposition to Issuer
Restricted Stock Units
2023-03-10−109,011→ 0 total→ Class A Common Stock (109,011 underlying)
Footnotes (7)
- [F1]On March 10, 2023, NRG Energy, Inc. ("NRG") acquired Vivint Smart Home, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of December 6, 2022 (the "Merger Agreement") by and among the Issuer, NRG and Jetson Merger Sub, Inc., a wholly owned subsidiary of NRG ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of NRG. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $12.00 per share in cash, without interest (the "Merger Consideration").
- [F2]Shares held by a trust for the benefit of the Reporting Person's family. The Reporting Person disclaims beneficial ownership over the shares held by such trust, except to the extent of his pecuniary interest therein.
- [F3]Each restricted stock unit ("RSU") represented a contingent right to receive one share of Common Stock. The RSUs were to be settled in either Common Stock or cash.
- [F4]Reflects an initial grant of 585,366 RSUs. The remaining grant was to vest on January 17, 2024 but pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU held by a non-employee director of the Issuer automatically vested and converted into the right to receive the Merger Consideration.
- [F5]Reflects an initial grant of 218,023 RSUs. The remaining grant was to vest in two equal annual installments beginning on March 1, 2024, but pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU held by a non-employee director of the Issuer automatically vested and converted into the right to receive the Merger Consideration.
- [F6]These RSUs, granted on June 1, 2022, provided for vesting on the date of the Issuer's first annual stockholders meeting following the date of grant. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU held by a non-employee director of the Issuer automatically vested and converted into the right to receive the Merger Consideration.
- [F7]Reflects performance-based RSUs previously granted to the Reporting Person, the performance of which was certified on March 1, 2022. Upon certification of the award, the Reporting Person immediately vested and settled into 54,506 shares of Common Stock (less amounts withheld for tax withholding) and 163,517 RSUs. On March 1, 2023, 54,506 RSUs vested and settled into shares of Common Stock and the remaining grant was to vest in two equal annual installments beginning on March 1, 2024. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU held by a non-employee director of the Issuer automatically vested and converted into the right to receive the Merger Consideration.
Documents
Issuer
Vivint Smart Home, Inc.
CIK 0001713952
Entity typeother
Related Parties
1- filerCIK 0001619085
Filing Metadata
- Form type
- 4
- Filed
- Mar 13, 8:00 PM ET
- Accepted
- Mar 14, 9:29 PM ET
- Size
- 18.6 KB