4//SEC Filing
TIBBETTS JOSEPH S JR 4
Accession 0000899243-20-008353
CIK 0001713952other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 8:37 PM ET
Size
10.2 KB
Accession
0000899243-20-008353
Insider Transaction Report
Form 4
TIBBETTS JOSEPH S JR
Director
Transactions
- Conversion
Earnout Rights
2020-03-11−2,792→ 2,792 totalExp: 2025-01-17→ Class A Common Stock (2,792 underlying) - Conversion
Class A Common Stock
2020-03-11+2,792→ 5,583 total
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]Of these Earnout Rights, one-half are earned 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-half are earned 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 Earnout Rights are subject to certain adjustments, including pro rata adjustments, set forth in the Merger Agreement. The $15.00 Condition was satisfied on March 11, 2020.
- [F4]Reflects, upon satisfaction of the $15.00 Condition, the issuance of the following: (a) 880 shares of Class A Common Stock, and (b) the right to receive 1,912 shares of Class A Common Stock, which vest upon the settlement of the restricted stock units to which they relate.
Documents
Issuer
Vivint Smart Home, Inc.
CIK 0001713952
Entity typeother
Related Parties
1- filerCIK 0001236738
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 8:37 PM ET
- Size
- 10.2 KB