Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Vivint Smart Home, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
928542109
(CUSIP Number)
January 17, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 928542109
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SCHEDULE 13G
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Page 2 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mosaic Sponsor, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
6,103,731
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
6,103,731
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,103,731
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 928542109
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SCHEDULE 13G
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Page 3 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mosaic Strategic Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
6,103,731
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
6,103,731
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,103,731
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 928542109
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SCHEDULE 13G
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Page 4 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David M. Maura
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
6,698,430
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
6,698,430
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,698,430
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 928542109
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SCHEDULE 13G
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Page 5 of 8
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Item 1(a). Name of Issuer:
Vivint Smart Home, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
4931 North 300 West
Provo, UT 84604
Item 2(a). Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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1.
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Mosaic Sponsor, LLC
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2.
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Mosaic Strategic Capital LLC
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3.
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David M. Maura
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Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
152B The Green Way
Jacksonville Beach, FL 32250
Item 2(c). Citizenship:
See responses to Item 4 on each cover page.
Item 2(d). Titles of Classes of Securities:
Class A Common Stock, par value $0.0001 per share.
Item 2(e). CUSIP Number:
928542109
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a(n):
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ .
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CUSIP No. 928542109
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SCHEDULE 13G
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Page 6 of 8
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Item 4. Ownership
Mosaic Sponsor, LLC (“Mosaic Sponsor”) directly owns 3,878,731 shares of Class A common stock, par value $0.0001 per share, (“Class A Shares”), of the Issuer. Such shares may be deemed to be indirectly
owned by Mosaic Strategic Capital LLC (“Mosaic Strategic”), which is the sole member of Mosaic Sponsor, and David M. Maura, who is the sole manager of Mosaic Sponsor and the manager and member of Mosaic Strategic. As a result of these relationships,
each of Mosaic Sponsor, Mosaic Strategic and Mr. Maura may be deemed to have beneficial ownership of the securities held directly by Mosaic Sponsor. In addition, Mr. Maura directly owns 435,066 Class A Shares of the Issuer. Each of Mosaic Sponsor,
Mosaic Strategic and Mr. Maura disclaim beneficial ownership of such securities except to the extent of their direct ownership.
The holdings reported herein include 2,225,000 Class A Shares issuable upon the exercise of 2,225,000 warrants (the “private placement warrants”) held directly by Mosaic Sponsor and 159,633 Class A
Shares issuable upon the exercise of 159,633 warrants (the “public warrants” and, together with the private placement warrants, the “warrants”) held directly by Mr. Maura. Each warrant is exercisable to purchase one Class A Share at $11.50 per share,
subject to adjustment, becomes exercisable on February 16, 2020 and expires on January 17, 2025 or earlier upon redemption or liquidation.
Percentage ownership is based on 154,730,618 Class A Shares outstanding as of January 17, 2020.
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(a)
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Amount beneficially owned:
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| See responses to Item 9 on each cover page. |
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Percent of class: |
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| See responses to Item 11 on each cover page. |
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| (c) |
Number of shares as to which such person has: |
| (i) |
Sole power to vote or to direct the vote: |
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| See responses to Item 5 on each cover page. |
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Shared power to vote or to direct the vote: |
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| See responses to Item 6 on each cover page. |
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| (iii) |
Sole power to dispose or to direct the disposition of: |
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| See responses to Item 7 on each cover page. |
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| (iv) |
Shared power to dispose or to direct the disposition of: |
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| See responses to Item 8 on each cover page. |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☒.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
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CUSIP No. 928542109
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SCHEDULE 13G
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Page 7 of 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2020
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Mosaic Sponsor, L
LC
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By:
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/s/ David M. Maura
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Name:
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David M. Maura
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Title:
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Manager
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Mosaic Strategic Capital LLC
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By:
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/s/ David M. Maura
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Name:
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David M. Maura
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Title:
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Manager
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David M. Maura
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By:
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/s/ David M. Maura
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Name:
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David M. Maura
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CUSIP No. 928542109
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SCHEDULE 13G
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Page 8 of 8
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Exhibit Index
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Exhibit No.
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Description
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Exhibit 1
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