Statement of Changes in Beneficial Ownership (4)
October 08 2020 - 5:28PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Bywater David |
2. Issuer Name and Ticker or Trading Symbol
Vivint Solar, Inc.
[
VSLR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
1800 WEST ASHTON BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2020 |
(Street)
LEHI, UT 84043
(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)
_X
_ Form filed by One Reporting Person
___ 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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Common Stock | 10/8/2020 | | D(1) | | 430150 | D | $0.00 | 620203 | D | |
Common Stock | 10/8/2020 | | D(2) | | 620203 | D | $0.00 | 0 | D | |
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 |
Stock Option (Right to Buy) | $2.85 | 10/8/2020 | | D (3) | | | 337037 | (4) | 12/14/2026 | Common Stock | 337037 | $0.00 | 0 | D | |
Stock Option (Right to Buy) | $3.15 | 10/8/2020 | | D (3) | | | 485436 | (5) | 3/15/2028 | Common Stock | 485436 | $0.00 | 0 | D | |
Stock Option (Right to Buy) | $4.17 | 10/8/2020 | | D (3) | | | 929368 | (6) | 1/17/2029 | Common Stock | 929368 | $0.00 | 0 | D | |
Stock Option (Right to Buy) | $7.75 | 10/8/2020 | | D (3) | | | 277161 | (7) | 12/12/2029 | Common Stock | 277161 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 6, 2020 (the "Merger Agreement"), by and among Sunrun Inc. ("RUN"), Viking Merger Sub, Inc. and Vivint Solar, Inc. in exchange for 0.55 shares of RUN common stock per share. |
(2) | Pursuant to the Merger Agreement, the restricted stock units held by the Reporting Person were disposed of and converted into restricted stock units representing 0.55 shares of RUN common stock per share. |
(3) | Disposed of pursuant to the Merger Agreement and converted into an option to acquire 0.55 shares of RUN common stock per share. |
(4) | The shares subject to this option shall vest at the rate of 25% of the total number of shares on December 6, 2017 and thereafter 6.25% of the total shares subject to this option shall vest in equal quarterly installments beginning March 6, 2018, until the option is fully vested; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date. |
(5) | The shares subject to this option shall vest at the rate of 25% of the total number of shares on January 1, 2019 and thereafter 6.25% of the total shares subject to this option shall vest in equal quarterly installments beginning April 1, 2019, until the option is fully vested; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date. |
(6) | 25% of the shares subject to this award will vest on January 1, 2020, and 1/16th of the shares subject to this award will vest on each quarterly vesting date thereafter; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date. The term "quarterly vesting date" shall mean the sixth day of March, June, September and December of any fiscal year, as applicable. |
(7) | 25% of the shares subject to this award will vest on December 6, 2020, and 1/16th of the shares subject to this award will vest on each quarterly vesting date thereafter; in each such case subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through each such date. The term "quarterly vesting date" shall mean the sixth day of March, June, September and December of any fiscal year, as applicable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bywater David 1800 WEST ASHTON BLVD LEHI, UT 84043 | X |
| Chief Executive Officer |
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Signatures
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/s/ Dana C. Russell, attorney-in-fact | | 10/8/2020 |
**Signature of Reporting Person | Date |
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