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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 03/01/2023 | M(1) | 27,253 | (1) | (1) | Class A Common Stock | 27,253 | $ 0 | 54,506 | D | ||||
| Restricted Stock Units | (4) | 03/01/2023 | A(2) | 147,321 | (2) | (2) | Class A Common Stock | 147,321 | $ 0 | 147,321 | D | ||||
| Restricted Stock Units | (4) | 03/01/2023 | M(6) | 27,253 | (6) | (6) | Class A Common Stock | 27,253 | $ 0 | 54,506 | D | ||||
| Restricted Stock Units | (4) | 03/01/2023 | M(7) | 49,108 | (7) | (7) | Class A Common Stock | 49,108 | $ 0 | 147,321 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Santiago Todd M C/O VIVINT SMART HOME, INC. 4931 NORTH 300 WEST PROVO, UT 84604 |
Chief Revenue Officer | |||
| /s/ Garner B. Meads, III, as Attorney-in-Fact | 03/03/2023 | |
| **Signature of Reporting Person | Date |
| * | 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) | Reflects performance-based restricted stock units previously granted to the Reporting Person, the performance of which was certified on March 1, 2022. Of the performance-based restricted stock units deemed acquired on March 1, 2022, 25% vested immediately and the remaining 75% vest in three equal annual installments beginning on March 1, 2023. |
| (2) | Reflects performance-based restricted stock units previously granted to the Reporting Person, which were certified at target-level performance on March 1, 2023. Of these units, 25% vested immediately and the remaining 75% vest in three equal annual installments beginning on March 1, 2024. Therefore, upon certification of the award, the Reporting Person received 49,107 shares of Class A Common Stock and will receive 147,321 shares (or the cash-equivalent thereof) in three equal annual installments beginning on March 1, 2024. |
| (3) | Reflects shares of Class A Common Stock withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units and performance-based restricted stock units. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will be settled in either Class A Common Stock or cash. |
| (5) | Reflects securities held by a trust for the benefit of the Reporting Person's family of which the Reporting Person is a trustee. |
| (6) | On March 26, 2021, the Reporting Person was granted 109,012 restricted stock units that vest in four equal annual installments beginning on March 1, 2022. |
| (7) | On March 23, 2022, the Reporting Person was granted 196,429 restricted stock units that vest in four equal annual installments beginning on March 1, 2023. |