Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Meads Garner B. III

2. Issuer Name and Ticker or Trading Symbol
Vivint Smart Home, Inc. [VVNT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O VIVINT SMART HOME, INC., 4931 NORTH 300 WEST

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022

(Street)

PROVO, UT 84604

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/28/2022		M⁽¹⁾⁽²⁾		5,548	A	⁽³⁾	61,224	D
Class A Common Stock	12/28/2022		M⁽¹⁾⁽²⁾		3,634	A	⁽³⁾	64,858	D
Class A Common Stock	12/28/2022		M⁽¹⁾⁽²⁾		3,634	A	⁽³⁾	68,492	D
Class A Common Stock	12/28/2022		M⁽¹⁾⁽²⁾		9,713	A	⁽³⁾	78,205	D
Class A Common Stock	12/28/2022		M⁽¹⁾⁽²⁾		34,454	A	⁽³⁾	112,659	D
Class A Common Stock	12/28/2022		M⁽¹⁾⁽²⁾		14,286	A	⁽³⁾	126,945	D
Class A Common Stock	12/28/2022		F⁽⁴⁾		28,545	D	$ 11.91	98,400	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽³⁾

12/28/2022

M⁽¹⁾⁽²⁾⁽⁵⁾

5,548

⁽⁵⁾

Class A Common Stock

5,548 ⁽³⁾

$ 0

5,549

Restricted Stock Units

⁽³⁾

12/28/2022

M⁽¹⁾⁽²⁾⁽⁶⁾

3,634

⁽⁶⁾

Class A Common Stock

3,634 ⁽³⁾

$ 0

7,267

Restricted Stock Units

⁽³⁾

12/28/2022

M⁽¹⁾⁽²⁾⁽⁷⁾

3,634

⁽⁷⁾

Class A Common Stock

3,634 ⁽³⁾

$ 0

7,267

Restricted Stock Units

⁽³⁾

12/28/2022

M⁽¹⁾⁽²⁾⁽⁸⁾

9,713

⁽⁸⁾

Class A Common Stock

9,713 ⁽³⁾

$ 0

19,424

Restricted Stock Units

⁽³⁾

12/28/2022

M⁽¹⁾⁽²⁾⁽⁹⁾

34,454

⁽⁹⁾

Class A Common Stock

34,454 ⁽³⁾

$ 0

103,363

Restricted Stock Units

⁽³⁾

12/28/2022

M⁽¹⁾⁽²⁾⁽¹⁰⁾

14,286

⁽¹⁰⁾

Class A Common Stock

14,286 ⁽³⁾

$ 0

42,857

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Meads Garner B. III C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST PROVO, UT 84604			See Remarks

Signatures

/s/ Garner B. Meads, III		12/30/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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 any of his equity awards described herein would otherwise vest, subject to any outstanding accelerated vesting provisions.
(3)	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.
(4)	Reflects shares of Class A Common Stock withheld to cover the Reporting Person's tax liability in connection with the vesting of RSUs.
(5)	Reflects an initial grant of 22,195 RSUs that vests in four equal annual installments beginning on January 17, 2021. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on January 17, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
(6)	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 received 3,634 shares of Class A Common Stock and 10,901 RSUs that were scheduled to vest in three equal annual installments beginning on March 1, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
(7)	Reflects an initial grant of 14,535 RSUs that vests in four equal annual installments beginning on March 1, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
(8)	Reflects an initial grant of 38,850 RSUs that vests in four equal annual installments beginning on September 1, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on September 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
(9)	Reflects an initial grant of 137,817 RSUs that vests in four equal annual installments beginning on December 2, 2022. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on December 2, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
(10)	Reflects an initial grant of 57,143 RSUs that vests in four equal annual installments beginning on March 1, 2023. The number of RSUs reported represents 100% of the number of RSUs that was scheduled to vest on March 1, 2023. The remaining unvested RSUs will vest in accordance with the terms of the initial grant.
Remarks: Title: Chief Legal Officer and Secretary

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