UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~July 30, 2019~~

August 1, 2019

Control4 Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-36017		42-1583209
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

11734 S. Election Road Salt Lake City, Utah		84020
(Address of principal executive offices)		(Zip Code)

11734 S. Election Road

~~Registrant’s~~Salt ~~telephone~~Lake ~~number~~City, ~~including~~Utah ~~area code: (801) 523-3100~~84020

~~Former~~(Address ~~name~~of orprincipal ~~former~~executive ~~address~~offices, ifincluding ~~changed~~zip ~~since last report~~code)

~~Not~~(801) ~~applicable~~523-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		CTRL		The NASDAQ Stock Market LLC

~~Item~~Introductory 5Note.~~07 Submission of Matters to a Vote of Security Holders.~~

OnThis ~~July 30,~~Current ~~2019,~~Report ~~Control4~~on ~~Corporation~~Form 8-K ~~(the~~is ~~“Company”~~being orfiled ~~“Control4”)~~in ~~held~~connection awith ~~special~~the ~~meeting~~closing ofon ~~stockholders~~August 1, 2019 (the “~~Special~~Closing ~~Meeting~~Date”) toof ~~consider~~the ~~certain~~transactions ~~proposals~~contemplated ~~related~~by tothat ~~the~~certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 8, 2019 ~~(the “Merger Agreement”)~~, by and among Control4 Corporation, a Delaware corporation (the “Company”), Wirepath Home Systems, LLC, a North Carolina limited liability company (“Parent”), and Copper Merger Sub Inc., ~~(“Merger~~a ~~Sub”),~~Delaware ~~which~~corporation ~~provides,~~and ~~among~~direct ~~other~~wholly ~~things~~owned ~~and~~subsidiary ~~subject~~of Parent (“Merger Sub”). Pursuant to the terms and conditions set forth ~~therein,~~in ~~that~~the Merger ~~Sub~~Agreement, ~~will~~on bethe Closing Date, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a direct wholly owned subsidiary of Parent.

AsItem ~~of the close of business on June 12, 2019, the record date for the Special Meeting, there were 26,799,355 shares of the Company’s common stock, par value $0~~2.~~0001~~01 ~~per~~Completion ~~share (the “Common Stock”), outstanding, each~~ of ~~which~~Acquisition ~~was~~or ~~entitled~~Disposition ~~to one vote for each proposal at the Special Meeting. At the Special Meeting, a total~~ of ~~19,330,903 shares of Common Stock, representing approximately 72~~Assets.~~13% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.~~

AtOn the ~~Special~~Closing ~~Meeting~~Date, the ~~following~~Merger ~~proposals~~was ~~were~~completed ~~considered:~~pursuant to the terms of the Merger Agreement.

~~1. the adoption of the Merger Agreement (the “Merger Proposal”);~~2

2. At the ~~approval~~effective time of the Merger (the “Effective Time”), oneach anshare ~~advisory~~of common stock, par value $0.0001 per share, of the Company (~~non-binding~~the “Company Common Stock”) ~~basis~~issued and outstanding immediately prior to the Effective Time (other than (i) shares held by the Company in treasury or by Parent or Merger Sub or any affiliate of Parent or Merger Sub, (ii) shares held by any wholly owned subsidiary of ~~certain~~the ~~compensation~~Company ~~that~~and ~~may~~(iii) shares beheld ~~paid~~by stockholders of the Company who have properly demanded and not withdrawn a demand for, or ~~become~~lost ~~payable~~their right to, appraisal rights pursuant to Section 262 of the ~~Company’s~~General ~~named~~Corporation ~~executive~~Law ~~officers~~of inthe ~~connection~~State ~~with~~of Delaware, collectively, the ~~Merger~~“Excluded Shares”) was automatically cancelled and converted into the right to receive $23.91 per share in cash (the “~~Compensation~~Merger ~~Proposal~~Consideration”);, without interest and subject to required withholding taxes.

3. At the ~~approval~~Effective ofTime, unless otherwise provided in an agreement between Parent and the ~~adjournment~~holder thereof, each outstanding option to acquire Company Common Stock (each, a “Company Stock Option”) that was fully vested and exercisable immediately prior to the Effective Time (or became fully vested and exercisable by the terms of such Company Stock Option as a result of the ~~Special~~transactions ~~Meeting~~contemplated by the Merger Agreement) (each such Company Stock Option, ifa ~~necessary~~“Vested orCompany ~~appropriate~~Stock Option”) was cancelled and, ~~including~~in consideration thereof, the holder of such Vested Company Stock Option received an amount in cash equal to ~~solicit~~the ~~additional~~product ~~proxies~~of (A) the excess, if ~~there~~any, ~~are~~of ~~insufficient~~the ~~votes~~Merger atConsideration over the ~~time~~applicable exercise price of such Company Stock Option, multiplied by (B) the ~~Special~~number ~~Meeting~~of shares of Company Common Stock subject to ~~approve~~such ~~the~~Company ~~Merger~~Stock ~~Proposal~~Option, subject to applicable withholding taxes (such amount, the “~~Adjournment~~Company ~~Proposal~~Stock Option Consideration”). Unless otherwise provided in an agreement between Parent and the holder thereof, each outstanding Company Stock Option that was not a Vested Company Stock Option (each such Company Stock Option, an “Unvested Company Stock Option”) was cancelled at the Effective Time and, in consideration thereof, the holder of such Unvested Company Stock Option will receive the Company Stock Option Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof, but excluding any terms and conditions related to exercise) as applicable to the Unvested Company Stock Option to which such Company Stock Option Consideration relates, subject to acceleration in accordance with the Merger Agreement. At the Effective Time, any Company Stock Option that had an exercise price per share that was greater than or equal to the Merger Consideration was cancelled for no consideration.

At the ~~Special~~Effective ~~Meeting~~Time, ~~the~~unless ~~Merger~~otherwise ~~Proposal~~provided in an agreement between Parent and the ~~Compensation~~holder ~~Proposal~~thereof, ~~were~~each ~~approved~~outstanding Company restricted stock unit award (each, a “Company RSU Award”) that was fully vested immediately prior to the Effective Time (or became fully vested by the ~~requisite~~terms ~~vote~~of such Company RSU Award as a result of the transactions contemplated by the Merger Agreement, except for any Executive Bonus PSU Award (as defined below)) (each such Company’s ~~stockholders.~~RSU ~~Sufficient~~Award, ~~votes~~a ~~were~~“Vested Company RSU Award”) was cancelled and, in consideration thereof, the holder of such Company RSU Award received toan ~~approve~~amount in cash equal to the ~~Adjournment~~Merger ~~Proposal~~Consideration in respect of each share of Company Common Stock subject to such Company RSU Award, ~~but~~subject to applicable withholding taxes (such amount, the “Company RSU Award Consideration”). Unless otherwise provided in an ~~adjournment~~agreement between Parent and the holder thereof, each outstanding Company RSU Award that was not ~~necessary~~a Vested Company RSU Award (each such Company RSU Award, an “Unvested Company RSU Award”) was cancelled at the Effective Time and, in ~~light~~consideration ofthereof, the ~~approval~~holder of such Unvested Company RSU Award will receive the Company RSU Award Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to the Unvested Company RSU Award to which such Company RSU Award Consideration relates, subject to acceleration in accordance with the Merger ~~Proposal.~~Agreement; ~~The~~provided, ~~final~~however, ~~voting~~to ~~results~~the ~~for~~extent ~~each~~any ~~proposal~~Unvested ~~are~~Company ~~described~~RSU ~~below.~~Award ~~For~~was ~~more~~subject ~~information~~to onboth ~~each~~time- ofand ~~these~~performance-vesting ~~proposals~~conditions (including any Executive Bonus PSU Award), ~~see~~the applicable performance-vesting conditions were deemed to be satisfied at target level; provided, further, with respect to any Executive Bonus PSU Award, subject to the terms described below with respect to 2019 Company’s ~~definitive~~Equity ~~proxy~~Awards, ~~statement~~no ~~filed~~Company RSU Award Consideration with respect to such Executive Bonus PSU Award shall become payable prior to the Ufirst anniversary of the vesting commencement date applicable to such Executive Bonus PSU Award.S. ~~Securities~~For ~~and~~purposes ~~Exchange~~of ~~Commission~~the onMerger ~~June 21~~Agreement, “Executive Bonus PSU Award” means any Company RSU Award that (i) was granted in 2019, (ii) is subject to both time- and performance-vesting conditions and (iii) would otherwise fully vest in the ordinary course on the first anniversary of the vesting commencement date specified in the applicable award agreement granting such Company RSU Award.

~~1. Merger~~In ~~Proposal:~~addition, the parties have agreed that, (i) unless otherwise provided in an agreement between Parent and the holder thereof, to the extent that the full amount of Company Stock Option Consideration or Company RSU Award Consideration has not been paid with respect to an Unvested Company Stock Option or Unvested Company RSU

For		Against		Abstain
19,222,326		97,240		11,337

~~2. Compensation~~Award, ~~Proposal:~~as applicable, in each case, that was granted prior to 2019 (such Unvested Company Stock Option or Unvested Company RSU Award, a “Pre-2019 Company Equity Award”) and provided that the holder thereof has remained continuously employed with Parent or any of its affiliates through the six-month anniversary of the Closing Date, any then-unpaid Company Stock Option Consideration or Company RSU Award Consideration, as applicable, in respect of such Pre-2019 Company Equity Award shall be paid to such holder in accordance with the Merger Agreement; provided, however, that in the event such holder’s employment is terminated by Parent or any of its affiliates without Cause (as defined in the Company’s 2003 Equity Plan or the Company’s 2013 Stock Option and Incentive Plan (collectively, the “Company Stock Plans”), as applicable) prior to the six-month anniversary of the Closing Date, all then-unpaid Company Stock Option Consideration or Company RSU Award Consideration, as applicable, in respect of such Pre-2019 Company Equity Awards shall be paid to such holder in accordance with the Merger Agreement, and (ii) unless otherwise provided in an agreement between Parent and the holder thereof, with respect to any Unvested Company RSU Award, that was granted in 2019 (a “2019 Company RSU Award”), provided that the holder thereof has remained continuously employed with Parent or any of its affiliates through the six-month anniversary of the Closing Date and to the extent not previously paid, the portion of any Company RSU Award Consideration that is otherwise due to be paid in respect of such 2019 Company RSU Award on the first anniversary of the vesting commencement date of such 2019 Company RSU Award, shall become payable to the holder thereof upon the six-month anniversary of the Closing Date, and shall be paid to such holder in accordance with the Merger Agreement; provided, however, that in the event such holder’s employment is terminated by Parent or any of its affiliates without Cause (as defined in the applicable Company Stock Plan), all then-unpaid Company RSU Award Consideration in respect of such 2019 Company RSU Awards shall be paid to such holder in accordance with the Merger Agreement.

For		Against		Abstain
18,717,861		468,030		145,012

The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 9, 2019, and is incorporated herein by reference.

~~CAUTIONARY~~Item ~~STATEMENT~~3.01 ~~CONCERNING~~Notice ~~FORWARD-LOOKING~~of ~~STATEMENTS~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~The ~~communication~~information ~~may~~set ~~contain~~forth ~~certain~~under ~~forward-looking statements within the meaning of Section~~Item ~~27A~~2.01 ofis ~~the~~incorporated ~~Securities~~by ~~Act~~reference ofinto ~~1933,~~this ~~as amended, and Section~~Item ~~21E of the Securities Exchange Act of 1934, as amended~~3. These forward-looking statements represent our expectations or beliefs, including, but not limited to, our expectations concerning our operations and financial performance and condition, and our expectations regarding our ability to complete the Merger and the timing of the Merger, as well as our ability to realize the anticipated benefits from the Merger01. Words such as ‘‘anticipates,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘seeks,’’ ‘‘estimates,’’ and similar expressions are intended to identify such forward- looking statements. These forward-looking statements are not guarantees of future performance

2On August 1, 2019, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that the Merger had been completed and requested that NASDAQ (i) halt trading of the Company Common Stock on NASDAQ prior to the open of trading on August 1, 2019, (ii) suspend the Company Common Stock from listing on NASDAQ as of the close of business on August 1, 2019 and (iii) file with the SEC a notification of removal from listing on Form 25 to delist the Company Common Stock from NASDAQ and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company Common Stock will no longer be listed on NASDAQ.

~~and~~The ~~are~~Company ~~subject~~intends to ~~certain~~file ~~risks~~a ~~and~~Form 15 ~~uncertainties~~with ~~that~~the ~~are~~SEC ~~difficult~~terminating toregistration ~~predict.~~of ~~Control4’s actual results could differ materially from those contained in~~ the ~~forward-looking~~Company ~~statements~~Common ~~due~~Stock tounder ~~risks and uncertainties associated with fluctuations in our quarterly operating results, concentration~~ Section 12(g) of ~~our~~the ~~product~~Exchange ~~offerings,~~Act ~~development risks involved with new products~~ and ~~technologies,~~suspending ~~competition, our contractual relationships with third parties, contract renewals with business partners, compliance by our customers with~~ the ~~terms of their contracts with us, and other factors disclosed in Control4~~Company’s ~~filings~~reporting ~~with~~obligations ~~the~~under ~~Securities~~Sections ~~and~~13 ~~Exchange Commission. Risks~~ and ~~uncertainties~~15(d) of ~~related to~~ the ~~Merger~~Exchange ~~include, but are not limited to:~~Act.

~~· The~~Item ~~occurrence~~3.03 ofMaterial ~~any~~Modification ~~event, change or other circumstance that could give rise~~ to ~~the~~Rights ~~termination~~ of ~~the~~Security ~~Merger Agreement;~~Holders.

· The ~~failure~~information ofset ~~the~~forth ~~parties~~under toItems ~~satisfy~~2.01, ~~conditions~~3.01, to5.01, ~~completion~~5.02 ofand ~~the~~5.03 ~~Merger;~~is incorporated by reference into this Item 3.03.

~~· The~~As ~~risk~~set ~~that~~forth ~~regulatory~~under orItem ~~other~~2.01, ~~approvals~~at ~~are~~the ~~delayed~~Effective orTime, ~~are~~each ~~subject~~share toof ~~terms~~Company ~~and~~Common ~~conditions~~Stock ~~that~~issued ~~are~~and ~~not anticipated;~~outstanding

~~· Changes in our business or in our or our businesses’ operating prospects;~~4

~~· The~~immediately ~~impact~~prior ofto the ~~announcement~~Effective ~~of,~~Time or(other ~~failure~~than toExcluded ~~complete,~~Shares) ~~the~~was ~~Merger~~automatically oncancelled ~~our~~and ~~relationships~~converted ~~with~~into ~~employees,~~the ~~customers,~~right ~~vendors~~to ~~and~~receive ~~other~~the ~~business~~Merger ~~partners;~~Consideration.

~~· Potential~~Item ~~litigation~~5.01 ~~related~~Change toin ~~the~~Control ~~Merger;~~of Registrant.

~~· Risks~~The ~~associated~~information ~~with~~set ~~the~~forth ~~diversion~~under ofItems ~~management’s~~2.01, ~~attention~~3.01, or3.03 ~~other resources from other critical business operations~~ and ~~strategic~~5.02 ~~priorities~~is ~~due~~incorporated toby ~~the~~reference ~~Merger;~~into ~~and~~this Item 5.01.

~~· Changes~~As a result of the completion of the Merger, a change in ~~domestic~~control of the Company occurred and ~~global~~the ~~economic~~Company became a direct wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $680 million. The funds used by Parent to complete the Merger came from equity financing provided by investment funds affiliated with Hellman & Friedman, ~~political~~LLC, the Company’s cash on hand and ~~market~~debt ~~conditions~~financing provided by the financing sources party to that certain Incremental Agreement No. 3 to Credit Agreement, dated as of August 1, 2019, which amends the Credit Agreement, dated as of August 4, 2017 (as amended by the Amendment Agreement, dated as of November 1, 2017, as further amended by the Incremental Agreement No. 1, dated as of February 5, 2018, as further amended by the Incremental Agreement No. 2, dated as of October 31, 2018, and as further amended, amended and restated, supplemented or otherwise modified from time to time), among Crackle Purchaser LLC, a Delaware limited liability company, Wirepath LLC, a Delaware limited liability company, as the borrower, the financing sources party thereto as lenders and letter of credit issuers, UBS AG, Stamford Branch, as the Administrative Agent, Collateral Agent and Swingline Lender, and the other parties thereto.

~~Other~~Item factors that may cause such differences include, but are not limited to, those described in the Company’s Form 10-K for the year ended December 31, 2018, as filed with the SEC, and in other reports filed by the Company with the SEC from time to time5.02 ~~Control4~~Departure ~~undertakes~~of noDirectors ~~obligation to publicly update~~ or ~~revise~~Certain ~~any~~Officers; ~~forward-looking~~Election ~~statements,~~of ~~whether~~Directors; asAppointment ~~a result~~ of ~~new~~Certain ~~information,~~Officers; ~~future~~Compensatory ~~events~~Arrangements orof ~~otherwise~~Certain Officers.

~~SIGNATURE~~The information set forth under Item 2.01 is incorporated by reference into this Item 5.02.

~~Pursuant~~In toconnection with the ~~requirements~~Merger, ofat the ~~Securities~~Effective ~~Exchange~~Time, ~~Act~~each of ~~1934~~Mark Jensen, Phil Molyneux, Rob Born, James Caudill, Jeremy Jaech, David C. Habiger, Martin Plaehn and Maria Thomas resigned from the ~~registrant~~board ~~has~~of ~~duly~~directors ~~caused~~of ~~this~~the ~~report~~Company. toThese beresignations ~~signed~~were a result of the completion of the Merger in accordance with the Merger Agreement and not as a result of any disagreements between the Company and the resigning directors on ~~its~~any ~~behalf~~matters byrelating to the ~~undersigned~~Company’s ~~hereunto~~operations, ~~duly~~policies ~~authorized~~or practices. In connection with the Merger, at the Effective Time, each of the following persons became directors of the Company: John Heyman and Michael Carlet.

	Control4 Corporation
Dated: July 30, 2019	By:	/s/ Mark Novakovich
	Name:	Mark Novakovich
	Title:	Chief Financial Officer

In connection with the Merger, at the Effective Time, each of Martin Plaehn, Mark Novakovich, Susan Cashen, Jefferson Dungan, Bryce Judd and Charles Kindel resigned as officers of the Company. These resignations were a result of the completion of the Merger in accordance with the Merger Agreement and not as a result of any disagreements between the Company and the resigning officers on any matters relating to the Company’s operations, policies or practices.

3In connection with the Merger, at the Effective Time, the following persons became officers of the Company: John Heyman was appointed as Chief Executive Officer, Michael Carlet was appointed as Chief Financial Officer and Joshua D. Ellis, who was as an officer of the Company immediately prior to the Merger, will continue to be an officer of the Company.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 2.01 is incorporated by reference into this Item 5.03.

In accordance with the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

In accordance with the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety. A copy of such amended and restated bylaws is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 1, 2019, the Company issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto. Such press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description of Exhibit

2.1			Agreement and Plan of Merger, dated as of May 8, 2019, by and among Control4 Corporation, Wirepath Home Systems, LLC and Copper Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 9, 2019).

3.1			Amended and Restated Certificate of Incorporation of Control4 Corporation

3.2			Second Amended and Restated Bylaws of Control4 Corporation

99.1			Press Release, dated August 1, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Control4 Corporation
Date: August 1, 2019

	By:	/s/ Joshua D. Ellis
		Joshua D. Ellis
		General Counsel and Secretary

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