Initial Statement of Beneficial Ownership (3)
27 Januar 2020 - 11:31PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Fortress Investment Group LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/17/2020
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3. Issuer Name and Ticker or Trading Symbol
Vivint Smart Home, Inc. [VVNT]
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(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR |
4. 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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(Street)
NEW YORK, NY 10105
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 25160560 (1)(2)(3) | I (1)(2)(3) | See footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Private Placement Warrants | (4) | (4) | Class A Common Stock | 2966667 | $11.50 | I (2)(3)(4) | See footnotes (2)(3)(4) |
Explanation of Responses: |
(1) | Fortress Mosaic Investor LLC ("Fortress Investor") holds and beneficially owns 17,357,339 shares of Class A common stock ("Common Stock"), par value $0.0001 per share, of Vivint Smart Home, Inc. (the "Issuer"). |
(2) | Fortress Mosaic Sponsor LLC ("Fortress Sponsor") holds 5,171,642 shares of Common Stock, of which 2,585,821 shares of Common Stock remain subject to certain vesting provisions. Fortress Mosaic Anchor LLC ("Fortress Anchor") holds 2,631,579 shares of Common Stock. Fortress Mosaic Holdings LLC ("Fortress Holdings") is the sole owner of each of Fortress Investor, Fortress Sponsor and Fortress Anchor, and may be deemed a beneficial owner of the Issuer securities held by each of them. |
(3) | FIG LLC controls, indirectly through investment funds managed or advised by controlled affiliates of FIG LLC, 100% of the equity interests of Fortress Holdings. Fortress Operating Entity I LP ("FOE") is the sole owner of FIG LLC. FIG Corp. is the general partner of FOE. Fortress Investment Group LLC ("Fortress Investment") is the sole owner of FIG Corp. Each of Fortress Investment, FIG LLC, FOE and FIG Corp. may be deemed a beneficial owner of the Issuer securities beneficially owned by Fortress Holdings, but in each case disclaims such beneficial ownership except to the extent of such person's pecuniary interest therein. |
(4) | These warrants (the "Private Placement Warrants") are held by Fortress Sponsor. Each Private Placement Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. On January 17, 2020, the Issuer (formerly Mosaic Acquisition Corp.) consummated its initial business combination (the "Business Combination") with Legacy Vivint Smart Home, Inc. (formerly Vivint Smart Home, Inc.), a Delaware corporation. The Private Placement Warrants are subject to certain vesting provisions and may be exercised only during the period commencing 30 days after the date on which the Business Combination was consummated and expiring 5 years after the consummation of the Business Combination or earlier upon redemption or liquidation. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 |
| X |
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Fortress Mosaic Investor LLC 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 |
| X |
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Fortress Mosaic Holdings LLC 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 |
| X |
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FIG LLC 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 |
| X |
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Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 |
| X |
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FIG Corp. 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 |
| X |
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Signatures
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s/ David N. Brooks, Authorized Signatory, FORTRESS INVESTMENT GROUP LLC | | 1/27/2020 |
**Signature of Reporting Person | Date |
/s/ Constantine M. Dakolias, Authorized Signatory, FORTRESS MOSAIC INVESTOR LLC | | 1/27/2020 |
**Signature of Reporting Person | Date |
/s/ Constantine M. Dakolias, Authorized Signatory, FORTRESS MOSAIC HOLDINGS LLC | | 1/27/2020 |
**Signature of Reporting Person | Date |
/s/ David N. Brooks, Authorized Signatory, FIG LLC | | 1/27/2020 |
**Signature of Reporting Person | Date |
/s/ David N. Brooks, Authorized Signatory, FORTRESS OPERATING ENTITY I LP | | 1/27/2020 |
**Signature of Reporting Person | Date |
/s/ David N. Brooks, Authorized Signatory, FIG CORP. | | 1/27/2020 |
**Signature of Reporting Person | Date |
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