Statement of Changes in Beneficial Ownership (4)
14 Março 2023 - 3:01PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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313 Acquisition LLC |
2. Issuer Name and Ticker or Trading Symbol
Vivint Smart Home, Inc.
[
VVNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BLACKSTONE INC., 345 PARK AVE. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2023 |
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(Street)
NEW YORK, NY 10154
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 3/10/2023 | | S(1) | | 89889464 (2) | D | $12.00 | 0 | I | See Footnotes (2)(5)(6)(7)(8) |
| Class A Common Stock | 3/10/2023 | | S(1) | | 9995784 (3) | D | $12.00 | 0 | I | See Footnotes (3)(5)(6)(7)(8) |
| Class A Common Stock | 3/10/2023 | | S(1) | | 4216 (4) | D | $12.00 | 0 | I | See Footnotes (4)(5)(6)(7)(8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | The Issuer was acquired by NRG Energy, Inc. ("NRG") pursuant to an Agreement and Plan of Merger dated as of December 6, 2022, pursuant to which each share of Class A Common Stock (other than shares held by the Issuer, NRG or any of their respective wholly-owned subsidiaries and shares owned by stockholders who have properly made and not withdrawn or lost a demand for appraisal rights) was converted into the right to receive $12.00 in cash. |
| (2) | Reflects securities held directly by 313 Acquisition LLC. 313 Acquisition LLC is managed by a board of managers and Blackstone Capital Partners VI L.P., as managing member. |
| (3) | Reflects securities held directly by BCP Voyager Holdings LP. |
| (4) | Reflects securities held directly by Blackstone Family Investment Partnership VI L.P. |
| (5) | Blackstone Management Associates VI L.L.C. is the general partner of Blackstone Capital Partners VI L.P. and BCP Voyager Holdings LP. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. BCP VI Side-by-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership VI L.P. Blackstone Holdings III L.P. is the managing member of BMA VI L.L.C. and the sole member of BCP VI Side-by-Side GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
| (6) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| (7) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| (8) | Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
313 Acquisition LLC
C/O BLACKSTONE INC.
345 PARK AVE.
NEW YORK, NY 10154 |
| X |
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BCP Voyager Holdings LP
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
| X |
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Blackstone Family Investment Partnership VI L.P.
C/O THE BLACKSTONE GROUP INC.
354 PARK AVENUE
NEW YORK, NY 10154 |
| X |
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BCP VI Side-By-Side GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
| X |
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Blackstone Capital Partners VI L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
| X |
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Blackstone Management Associates VI L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
| X |
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BMA VI L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY 10154 |
| X |
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Signatures
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| 313 ACQUISITION LLC By: Blackstone Capital Partners VI L.P., its managing member By: Blackstone Management Associates VI L.L.C., its general partner By: BMA VI L.L.C., its sole member By: s/ Tabea Hsi Name: Tabea Hsi Title: Authorized Signatory | | 3/14/2023 |
| **Signature of Reporting Person | Date |
| BCP VOYAGER HOLDINGS LP By: Blackstone Management Associates VI L.L.C., its general partner By: BMA VI L.L.C., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Authorized Signatory | | 3/14/2023 |
| **Signature of Reporting Person | Date |
| BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI L.P. By: BCP VI Side-by-Side GP L.L.C., its general partner By: /s/ Tabea Hsi Name: Tabea Hsi Title: Authorized Signatory | | 3/14/2023 |
| **Signature of Reporting Person | Date |
| BCP VI SIDE-BY-SIDE GP L.L.C. By: /s/ Tabea Hsi Name: Tabea Hsi Title: Authorized Signatory | | 3/14/2023 |
| **Signature of Reporting Person | Date |
| BLACKSTONE CAPITAL PARTNERS VI L.P. By: Blackstone Management Associates VI L.L.C., its general partner By: BMA VI L.L.C., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Authorized Signatory | | 3/14/2023 |
| **Signature of Reporting Person | Date |
| BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C. By: BMA VI L.L.C., its sole member By: /s/ Tabea Hsi Name: Tabea Hsi Title: Authorized Signatory | | 3/14/2023 |
| **Signature of Reporting Person | Date |
| BMA VI L.L.C. By: /s/ Tabea Hsi Name: Tabea Hsi Title: Authorized Signatory | | 3/14/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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. |
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