CTRL Control4 Corporation

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Meeting Agenda:

        To consider and vote upon the following proposals:

1.

to adopt the Agreement and Plan of Merger, dated as of May 8, 2019 (as it may be amended from time to time, referred to in this proxy statement as the "merger agreement"), by and among Control4 Corporation, a Delaware corporation (referred to in this proxy statement as "Control4" or the "Company"), Wirepath Home Systems, LLC, a North Carolina limited liability company (referred to in this proxy statement as "Parent" or "SnapAV"), and Copper Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (referred to in this proxy statement as "Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (referred to in this proxy statement as the "merger");



2.

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger; and



3.

to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Please vote your shares.     If you are a stockholder of record, you may vote in the following ways:

        The Control4 board of directors has unanimously determined that the merger is fair to, and in the best interests of, the Company and its stockholders, and unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Control4 board of directors unanimously recommends that the stockholders of Control4 vote (1) "FOR" the proposal to adopt the merger agreement, (2) "FOR" the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and (3) "FOR" the proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies. If you sign, date and return your proxy card without indicating how you wish to vote on a proposal,

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your proxy will be voted " FOR " each of the foregoing proposals in accordance with the recommendation of the Control4 board of directors.

         Your vote is important, regardless of the number of shares of common stock you own. The adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote thereon and is a condition to the completion of the merger. The approval of the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and the approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies, each requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but approval of these two proposals is not a condition to the completion of the merger. If you fail to vote in person or by proxy, or fail to instruct your broker, bank or other nominee on how to vote, the shares of common stock that you own will not be counted as present at the special meeting for purposes of determining whether a quorum is present at the special meeting, which will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Under Delaware law, stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of the Company as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for an appraisal before the vote on the proposal to adopt the merger agreement and comply with the other Delaware law procedures summarized in the accompanying proxy statement. See the section of this proxy statement entitled " Appraisal Rights. "

        You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

        Only holders of record of Control4 common stock as of the close of business on June 12, 2019, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.

        Before voting your shares, we urge you to, and you should, read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement. If you have any questions or need assistance in submitting a proxy or your voting instructions, please contact our proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22 ^nd  Floor
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 884-5101
Email: control4@dfking.com

		By order of the Board of Directors,
		Joshua D. Ellis Corporate Secretary, Chief Compliance Officer and General Counsel Salt Lake City, Utah

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SUMMARY

         This summary highlights selected information contained in this proxy statement, including with respect to the merger agreement and the merger. We encourage you to, and you should, read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this summary may not contain all of the information that may be important to you in determining how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item contained in later parts of this proxy statement. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section of this proxy statement entitled "Where You Can Find Additional Information."

The Companies (page 27)

Control4 Corporation

        Control4 is a leading provider of professionally-installed smart home and business solutions that are designed to personalize and enhance how consumers engage with an ever-changing connected world. Our entertainment, smart lighting, comfort and convenience, safety and security, and networking solutions unlock the potential of connected devices, making entertainment systems easier to use and more accessible, homes and businesses more comfortable and energy efficient, and individuals more connected and secure. Our premium smart home and small business solutions provide consumers with the ability to integrate audio, video, lighting, temperature, security, communications, network management and other functionalities into a unified automation solution, customized to match their lifestyles and business needs. Our advanced software, delivered through our controller and user-interface products together with various cloud services power this customized experience, enabling cohesive interoperability with thousands of connected Control4 and third-party devices. Consumer need for simplicity and a personalized experience, combined with advances in technology, are driving rapid growth in the connected home market. As the "Internet of Things" shapes the way we live and work, consumers are looking for affordable ways to extend and enhance the interoperability of connected devices in their homes and businesses, driving growth in the automation market.

        We were founded in 2003 to deliver a premium home automation solution by enabling consumers to unify their connected devices into a personalized system. We strive to create solutions that enable customers to purchase our products at an accessible and affordable entry point, while offering flexibility to expand to include additional devices, services and features optimized for every type of project, from a single-room all the way to a luxurious, fully- integrated whole-home experience. Our solution provides integrated and scalable control of approximately 13,500 third-party devices and services. These devices and services span a broad range of product categories including audio, video, lighting, comfort, security, communications, network management and cloud services. Our platform capabilities provide consumers with solutions that are comprehensive, personalized, flexible, affordable, and easy to use and manage.

        Additional information about Control4 is contained in its public filings, certain of which are incorporated by reference herein. See the sections of this proxy statement entitled " Where You Can Find Additional Information " and " The Companies—Control4 Corporation. "

Wirepath Home Systems, LLC

        Established in 2005 and based in Charlotte, North Carolina, Wirepath Home Systems, LLC (d/b/a SnapAV), which is referred to in this proxy statement as "Parent" or "SnapAV," is a manufacturer and primary source of more than 2,700 installation-friendly audio, video, networking, power and surveillance products for residential and commercial A/V integrators. SnapAV empowers integrators to run more efficient businesses by providing high quality products at attractive prices, supported by best-in-class online ordering and award-winning customer service. Additional information about SnapAV and its

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product brands can be found at www.SnapAV.com. See the section of this proxy statement entitled " The Companies—Wirepath Home Systems, LLC. "

Copper Merger Sub Inc.

        Copper Merger Sub Inc., which is referred to in this proxy statement as "Merger Sub", is a Delaware corporation and a direct wholly owned subsidiary of Parent that was formed on April 23, 2019, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with its formation, the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger. Upon completion of the merger, Merger Sub will merge with and into Control4 and will cease to exist. See the section of this proxy statement entitled " The Companies—Copper Merger Sub Inc. "

        In connection with the transactions contemplated by the merger agreement, the H&F Entities (as defined in the section of this proxy statement entitled " The Companies—Copper Merger Sub Inc. ") have committed to capitalize Parent, on the date of the closing of the merger, with an aggregate equity subscription of up to $256 million, subject to the terms and conditions set forth in the equity commitment letter. See the section of this proxy statement entitled " The Companies. "

The Special Meeting (page 29)

Date, Time and Place of the Special Meeting

        The special meeting of stockholders of Control4 (referred to in this proxy statement as the "special meeting") will be held at the Company's corporate offices located at 11734 S. Election Road, Salt Lake City, Utah 84020 on July 30, 2019, at 9:00 a.m., local time.

Purposes of the Special Meeting

        At the special meeting, Control4 stockholders will be asked to consider and vote on the following proposals:

•

to adopt the Agreement and Plan of Merger, dated as of May 8, 2019, by and among the Company, Parent and Merger Sub, which, as it may be amended from time to time, is referred to in this proxy statement as the "merger agreement";



•

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, the value of which is disclosed in the table in the section of this proxy statement entitled " The Merger—Interests of the Company's Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to the Company's Named Executive Officers in Connection with the Merger "; and



•

to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

        Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. See the sections of this proxy statement entitled " The Special Meeting " and " The Merger Agreement ."

        We do not expect that any matters other than the proposals set forth above will be brought before the special meeting. If, however, such a matter is properly presented at the special meeting or any adjournment or postponement thereof, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies.

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Record Date, Notice and Quorum

        The holders of record of Control4 common stock as of the close of business on June 12, 2019, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. At the close of business on the record date, 26,799,355 shares of Company common stock were outstanding and entitled to vote at the special meeting.

        The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the voting power of the shares of capital stock of the Company issued and outstanding on the record date will constitute a quorum for purposes of the special meeting. A quorum is necessary to transact business at the special meeting. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to a later date.

        Abstentions will be counted as shares present for purposes of determining the presence of a quorum. If your shares are held in "street name" by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted as present at the special meeting for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Required Vote

        Each share of common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

        For the Company to complete the merger, Control4 stockholders holding a majority of the shares of Company common stock outstanding at the close of business on the record date and entitled to vote on the adoption of the merger agreement must vote " FOR " the proposal to adopt the merger agreement. An abstention with respect to the proposal to adopt the merger agreement, or a failure to vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote " AGAINST " this proposal.

        Approval of each of (1) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (2) the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies, requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but is not a condition to the completion of the merger. An abstention with respect to either proposal will have the same effect as a vote " AGAINST " these proposals. A failure to return your proxy card or otherwise vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on these proposals, assuming a quorum is present.

        The Company's directors and executive officers have informed us that they intend to vote their shares of Company common stock in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so. As of the record date, our directors and executive officers owned and were entitled to vote, in the aggregate, approximately 417,710 shares of Company common stock, or approximately 1.6% of the outstanding shares of Company common stock entitled to vote at the special meeting.

Proxies; Revocation

        Any Control4 stockholder of record entitled to vote at the special meeting may submit a proxy by telephone or over the Internet, by returning the enclosed proxy card, or by attending the special meeting and voting in person. If your shares of common stock are held in "street name" by your

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broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares using the instructions provided by your broker, bank or other nominee.

        Any proxy may be revoked at any time prior to its exercise by submitting a properly executed, later-dated proxy through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary at Control4 Corporation, 11734 S. Election Road, Salt Lake City, Utah 84020, or by attending the special meeting and voting in person.

The Merger (page 35)

        You will be asked to consider and vote upon the proposal to adopt the merger agreement. A copy of the merger agreement is attached to this proxy statement as Annex A. The merger agreement provides, among other things, that at the effective time of the merger (referred to in this proxy statement as the "effective time"), Merger Sub will be merged with and into the Company, with the Company surviving the merger (referred to in this proxy statement as the "surviving corporation"). In the merger, each share of common stock, par value $0.0001 per share, of the Company (referred to in this proxy statement as the "common stock," the "Company common stock" or the "Control4 common stock") issued and outstanding immediately before the effective time (other than certain shares specified in the merger agreement) will be converted into the right to receive $23.91 per share in cash (referred to in this proxy statement as the "merger consideration"), without interest and subject to any required withholding taxes. Upon completion of the merger, the Company will be a direct wholly owned subsidiary of Parent, the Company common stock will no longer be publicly traded and the Company's existing stockholders will cease to have any ownership interest in the Company.

Treatment of Company Equity Awards (page 78)

        Treatment of Stock Options.     The merger agreement provides that, unless otherwise provided in an agreement between Parent and the holder thereof, (i) each outstanding option to acquire shares of common stock (each referred to in this proxy statement as a "Control4 Stock Option") that is fully vested and exercisable immediately prior to the effective time (or would become fully vested and exercisable by the terms of such Control4 Stock Option as a result of the transactions contemplated by the merger agreement) (each referred to in this proxy statement as a "Vested Control4 Stock Option") will, as of the effective time, be cancelled and, in consideration thereof, the holder of such Vested Control4 Stock Option will receive an amount in cash equal to the product of (a) the excess, if any, of the merger consideration over the exercise price per share of such Control4 Stock Option, multiplied by (b) the total number of shares of common stock subject to the Control4 Stock Option, subject to applicable tax withholding (such amount referred to in this proxy statement as the "Control4 Stock Option Consideration") and (ii) each outstanding Control4 Stock Option that is not a Vested Control4 Stock Option (each referred to in this proxy statement as an "Unvested Control4 Stock Option") will, as of the effective time, be cancelled and, in consideration thereof, the holder of such Unvested Control4 Stock Option will receive the Control4 Stock Option Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof, but excluding any terms and conditions related to exercise) as applicable to the Unvested Control4 Stock Option to which the Control4 Stock Option Consideration relates, except as provided below with respect to Pre-2019 Control4 Equity Awards (as defined below). The merger agreement provides that any Control4 Stock Option that has an exercise price per share of common stock that is greater than or equal to the merger consideration of $23.91 will be cancelled for no consideration.

        Treatment of Control4 Restricted Stock Unit Awards.     The merger agreement provides that, unless otherwise provided in an agreement between Parent and the holder thereof, (i) each outstanding Control4 restricted stock unit award (each referred to in this proxy statement as a "Control4 RSU Award", together with the Control4 Stock Options, the "Control4 Equity Awards") that is fully vested

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immediately prior to the effective time (or would become fully vested by the terms of such Control4 RSU Award as a result of the transactions contemplated by the merger agreement, except for any Executive Bonus PSU Award (as defined below)) (each such Control4 RSU Award referred to in this proxy statement as a "Vested Control4 RSU Award") will, as of the effective time, be cancelled and, in consideration thereof, the holder of such Vested Control4 RSU Award will receive an amount in cash equal to the merger consideration in respect of each share subject to such Control4 RSU Award, subject to applicable tax withholding (such amount referred to in this proxy statement as the "Control4 RSU Award Consideration"), and (ii) each outstanding Control4 RSU Award that is not a Vested Control4 RSU Award (each such Control4 RSU Award referred to in this proxy statement as an "Unvested Control4 RSU Award") will, as of the effective time, be cancelled and, in consideration thereof, the holder of such Unvested Control4 RSU Award will receive the Control4 RSU Award Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to the Unvested Control4 RSU Award to which such Control4 RSU Award Consideration relates; provided, however, to the extent any Unvested Control4 RSU Award is subject to both time and performance-vesting conditions (including any Executive Bonus PSU Award), the applicable performance-vesting conditions will be deemed to be satisfied at target level; provided, further, that subject to the terms described below with respect to 2019 Control4 RSU Awards, (as defined below) no Control4 RSU Award Consideration with respect to any Executive Bonus PSU Award will become payable prior to the first anniversary of the vesting commencement date applicable to such Executive Bonus PSU Award. "Executive Bonus PSU Award" as used in this proxy statement means any Control4 RSU Award that (a) was granted in 2019, (b) is subject to both time- and performance-vesting conditions and (c) would otherwise fully vest in the ordinary course on the first anniversary of the vesting commencement date specified in the applicable award agreement granting such Control4 RSU Award.

        Additional Treatment of Control4 Equity Awards.     In addition, the parties have agreed that, unless otherwise provided in an agreement between Parent and the holder thereof, (i) to the extent that the full amount of Control4 Stock Option Consideration or Control4 RSU Award Consideration has not been paid with respect to an Unvested Control4 Stock Option or Unvested Control4 RSU Award, as applicable, in each case, that was granted prior to 2019 (such Unvested Control4 Stock Option or Unvested Control4 RSU Award referred to in this proxy statement as a "Pre-2019 Control4 Equity Award") and provided that the holder thereof has remained continuously employed with Parent or any of its affiliates through the date that is six months following the closing date, any then-unpaid Control4 Stock Option Consideration or Control4 RSU Award Consideration, as applicable, in respect of such Pre-2019 Control4 Equity Award will be paid to such holder thereof as soon as reasonably practicable following such date, and (ii) with respect to any Unvested Control4 RSU Award that was granted in 2019 (referred to in this proxy statement as a "2019 Control4 RSU Award"), provided that the holder has remained continuously employed with Parent or any of its affiliates through the date that is six months following the closing date and to the extent not previously paid, the portion of any Control4 RSU Award Consideration that is otherwise due to be paid in respect of such 2019 Control4 RSU Award on the first anniversary of the vesting commencement date of such 2019 Control4 RSU Award will become payable to the holder thereof upon the date that is six months following the closing date, and will be paid to such holder as soon as reasonably practicable following such date. In the event a holder's employment is terminated by Parent or any of its affiliates without Cause (as defined in Control4's 2003 Equity Plan or Control4's 2013 Stock Option and Incentive Plan (referred to in this proxy statement as the "2013 Plan" and together with Control4's 2003 Equity Plan, the "Control4 Stock Plans"), as applicable), all then-unpaid Control4 RSU Award Consideration or Control4 Stock Option Consideration in respect of such 2019 Control4 RSU Awards or Pre-2019 Control4 Equity Awards (as applicable) will be paid to such holder as soon as reasonably practicable following such termination.

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Conditions to Completion of the Merger (page 97)

        Each party's obligation to complete the merger is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

•

the adoption of the merger agreement by a majority of the outstanding shares of Control4 common stock entitled to vote thereon (referred to in this proxy statement as the "company stockholder approval");



•

the expiration or termination of the waiting period applicable to the completion of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to in this proxy statement as the "HSR Act") and the occurrence or granting of any decisions, orders, consents or expiration of any waiting periods required to consummate the transaction under the Australia Foreign Acquisitions and Takeover Act of 1975, as amended (referred to in this proxy statement as the "FATA"); and



•

no law or order having been enacted, issued, promulgated, enforced or entered by a court or other governmental entity of competent jurisdiction that is in effect and that restrains, enjoins or otherwise prohibits the completion of the merger.

        The respective obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver by Parent at or prior to the effective time of the following additional conditions:

•

the accuracy of the representations and warranties of the Company as of the closing date (except for any representations and warranties made as of a particular date, which representations and warranties must be true and correct only as of that date), generally subject to a "company material adverse effect" (as defined in the section of this proxy statement entitled " The Merger—Representations and Warranties ") or other qualification provided in the merger agreement;



•

the performance by the Company in all material respects of the agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the effective time;



•

the absence of a company material adverse effect occurring after the date of the merger agreement; and



•

the receipt by Parent of a certificate signed by an executive officer of the Company, dated the closing date, to the effect that the conditions set forth in the three preceding bullet points have been satisfied.

        The obligation of the Company to complete the merger is subject to the satisfaction or waiver by the Company at or prior to the effective time of the following additional conditions:

•

the accuracy of the representations and warranties of Parent and Merger Sub as of the closing date (except for any representations and warranties made as of a particular date, which representations and warranties must be true and correct only as of that date), generally subject to a "parent material adverse effect" (as defined in the section of this proxy statement entitled " The Merger—Representations and Warranties ") or other qualification provided in the merger agreement;



•

the performance by each of Parent and Merger Sub in all material respects of the agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the effective time; and



•

the receipt by the Company of a certificate signed by an executive officer of Parent, dated the closing date, to the effect that the conditions set forth in the two preceding bullet points have been satisfied.

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        No party may rely, either as a basis for not completing the merger or any of the other transactions contemplated by the merger agreement or terminating the merger agreement and abandoning the merger, on the failure of a condition to closing set forth in the merger agreement to be satisfied if such failure was caused by such party's failure to act in good faith or to use the efforts to cause the closing of the merger to occur as required by the merger agreement.

Recommendation of the Control4 Board of Directors (page 50)

        After careful consideration, the Control4 board of directors unanimously determined that the merger is fair to, and in the best interests of, the Company and its stockholders, and unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Control4 board of directors unanimously recommends that Control4 stockholders vote "FOR" the proposal to adopt the merger agreement at the special meeting and "FOR" the other proposals to be considered at the special meeting.

Reasons for the Merger (page 50)

        For a description of the reasons considered by the Control4 board of directors in resolving to recommend in favor of the adoption of the merger agreement, see the section of this proxy statement entitled " The Merger—Reasons for the Merger ; Recommendation of the Control4 Board of Directors ."

Opinion of Financial Advisor to the Company (page 58)

        At the May 8, 2019 meeting of the Company's board of directors, representatives of Raymond James & Associates, Inc. (referred to in this proxy statement as "Raymond James") rendered its oral opinion, subsequently confirmed by delivery of a written opinion to the Company's board of directors, as to the fairness, as of such date, from a financial point of view, of the merger consideration to be received by the holders of the Company's common stock (other than "excluded shares", as defined in the section of this proxy statement titled " Effect of the Merger on the Common Stock ") pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

         The full text of the written opinion of Raymond James, dated May 8, 2019, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex B. Raymond James provided its opinion for the information and assistance of the Company's board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be received by the holders of the Company's common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Company's board of directors or any holder of the shares of the Company's common stock as to how the Company's board of directors or such stockholder should vote or otherwise act with respect to the merger or any other matter.

Interests of the Company's Directors and Executive Officers in the Merger (page 65)

        In considering the recommendations of the Control4 board of directors with respect to the merger, Control4's stockholders should be aware that the directors and executive officers of Control4 have certain interests, including financial interests, in the merger that may be different from, or in addition to, the interests of Control4's stockholders generally, including the continued employment of certain executive officers following the closing of the merger, the right to continued indemnification and insurance coverage, and accelerated vesting of certain Control4 Equity Awards held by certain executive officers and directors. The Control4 board of directors was aware of these interests and

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considered them, among other matters, in approving the merger agreement, and in making its recommendation that Control4's stockholders vote in favor of the adoption of the merger agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and the table below. The transactions contemplated by the merger agreement will be a "sale event," "change in control," "change of control" or term of similar meaning for purposes of Control4's executive compensation and benefit plans and agreements described below. See the section of this proxy statement entitled " Interests of the Company's Directors and Executive Officers in the Merger ."

        In connection with the merger agreement and the transactions contemplated thereby, three members of Control4 management (Jeff Dungan, Senior Vice President, Supply Chain Operations and Business Development, Bryce Judd, Senior Vice President, Global Sales, and Charles Kindel, Senior Vice President, Products & Services (collectively referred to in this proxy statement as the "Rollover Employees")) entered into rollover agreements with Crackle Holdings, L.P. (referred to in this proxy statement as the "Partnership") that were executed concurrently with the merger agreement. The rollover agreements provide that, among other things, the Rollover Employees will contribute a number of shares of Control4 common stock and/or Unvested Control4 RSU Awards, in each case, held by the Rollover Employees, at their election, having an aggregate value equal to $800,000, in exchange for the issuance to such Rollover Employers of Class A Nonvoting Units in the Partnership (referred to in this proxy statement as "Class A Units"). Control4 is not a party to any such rollover agreement. The rollover agreements executed by the Rollover Employees include term sheets outlining material terms of go-forward employment and other arrangements for each Rollover Employee with Parent. The term sheets provide for, among other things, an increased annual base salary of $320,000 ($400,000 for 2020) for Mr. Kindel and $315,000 for Messrs. Dungan and Judd, and starting in 2020, an annual target bonus of 30% of such Rollover Employee's annual base salary (for Mr. Kindel, 30% in 2020 only, then 75% in 2021 and 100% thereafter), an entitlement to certain severance payments in the event such Rollover Employee's employment is terminated by Parent without Cause (or in the case of Mr. Kindel, by him, for Good Reason) (as such terms are defined in the applicable term sheet), and a grant of a number of Class B-1 Units in the Partnership (referred to in this proxy statement as "Class B-1 Units") to each such.

        In addition, the parties have also agreed that, upon the closing of the merger, the Company's chief executive officer, Martin Plaehn, shall no longer be its chief executive and shall join the board of directors of the general partner of the Partnership and will be available on an advisory basis to provide strategic advice and oversight from that director role. As a result of such employment termination and role transition, Mr. Plaehn will be entitled to receive the severance payments and benefits described in his existing offer letter with Control4 (as described below). In connection with such new role, Mr. Plaehn will be entitled to an annual $75,000 cash retainer and an annual grant of restricted Class A Units, with a fair market value of $100,000 on the date of grant, subject to pro rata annual vesting based on continued service as a director over a three-year period. In addition, Mr. Plaehn and the Partnership agreed that the payment of Control4 RSU Award Consideration and Control4 Stock Option Consideration in respect of his Unvested Control4 RSU Awards and Unvested Control4 Stock Options, as applicable, shall be treated the same as all other holders of Unvested Company RSU Awards and Unvested Control4 Stock Options; provided, that following the closing date any service-based vesting conditions related to such awards will relate to Mr. Plaehn's continued service as a director. Should Mr. Plaehn's role as a director terminate for any reason other than his resignation prior to the conclusion of the vesting periods, he will become entitled to all then unpaid Control4 RSU Award Consideration or Control4 Stock Option Consideration. Further, during the period between the date of the merger agreement and the closing date, the Partnership and Mr. Plaehn agreed that Mr. Plaehn could elect to receive future payments of Control4 RSU Award Consideration in respect of his 2019 Control4 RSU Awards in the form of Class A Units with an aggregate value equal to such 2019 Control4 RSU Awards (less applicable withholding taxes) calculated using the fair market value of a Class A Unit as of the closing date; provided, that upon the date that is six months following the

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closing date, Mr. Plaehn may elect to receive all future Control4 RSU Award Consideration in respect of such 2019 Control4 RSU Awards in cash pursuant to the terms of the merger agreement.

        See the section of this proxy statement entitled " Interests of the Company's Directors and Executive Officers in the Merger—Agreements with Parent ."

Limited Guarantees (page 64)

        Concurrently with the execution of the merger agreement, the H&F Entities entered into limited guarantees (referred to in this proxy statement collectively as the "limited guarantees"), pursuant to which the H&F Entities agreed to guarantee, severally and not jointly or jointly and severally, on the terms and conditions set forth in the limited guarantees, Parent's obligation to pay any termination fee, reimburse and indemnify the Company with respect to certain expenses in connection with the merger and pay certain other amounts, in an amount not to exceed approximately $46 million in the aggregate. See the section of this proxy statement entitled " The Merger—Limited Guarantees ."

Financing (page 65)

        In connection with the execution of the merger agreement, the H&F Entities (in such capacity, referred to in this proxy statement collectively as the "equity financing sources") have committed to capitalize Parent, on the date of the closing of the merger, with an aggregate equity subscription of up to $256 million, subject to the terms and conditions set forth in the equity commitment letter, dated as of May 8, 2019 (referred to in this proxy statement as the "equity commitment letter").

        In connection with the execution of the merger agreement, Crackle Purchaser, LLC (referred to in this proxy statement as "Holdings") and Wirepath LLC (referred to in this proxy statement as the "borrower") entered into a commitment letter, dated May 8, 2019 (referred to in this proxy statement as the "debt commitment letter"), with UBS AG Stamford Branch ("UBS AG"), UBS Securities LLC ("UBSS" and, together with UBS AG, referred to in this proxy statement as "UBS"), SunTrust Bank ("SunTrust Bank"), SunTrust Robinson Humphrey, Inc. ("STRH" and, together with SunTrust Bank, referred to in this proxy statement as "SunTrust"), Bank of Montreal ("BMO") and BMO Capital Markets Corp. ("BMOCM" and together with BMO, referred to in this proxy statement as the "BMO Parties") (each of the foregoing, in certain cases, acting through its respective appropriate affiliates or branches) (collectively referred to in this proxy statement as the "commitment parties"), pursuant to which UBS AG, SunTrust Bank and BMO, upon certain terms and subject to certain conditions, committed to provide to the borrower a senior secured incremental term loan facility in an aggregate principal amount of $390 million in connection with the debt financing of the amounts payable pursuant to the merger agreement and the transactions contemplated thereby (such debt financing, collectively, is referred to in this proxy statement as the "debt financing"). We have agreed to use our reasonable best efforts to, and to cause our subsidiaries to use their reasonable best efforts to, and to use our reasonable best efforts to cause our and our subsidiaries' representatives to, provide all cooperation reasonably requested by Parent in connection with the arrangement of the debt financing, subject to the terms set forth in the merger agreement.

        For more information, see " The Merger Agreement—Debt Financing and Debt Financing Cooperation ."

Material U.S. Federal Income Tax Considerations of the Merger to U.S. Holders (page 72)

        The receipt of cash in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in the section of this proxy statement entitled " The Merger—Material U.S. Federal Income Tax Considerations of the Merger to U.S. Holders ") who receives cash in exchange for shares of common stock pursuant to the merger will recognize capital gain or loss in an

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amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder's adjusted tax basis in such shares. You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). See the section of this proxy statement entitled " The Merger—Material U.S. Federal Income Tax Considerations of the Merger to U.S. Holders ."

Regulatory Approvals (page 74)

        HSR Clearance.     Under the HSR Act and related rules and regulations, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (referred to in this proxy statement as the "Antitrust Division") and the United States Federal Trade Commission (referred to in this proxy statement as the "FTC") and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or termination of the applicable waiting period under the HSR Act. The Company and Parent filed their respective Notification and Report Forms with the Antitrust Division and the FTC on May 15, 2019, and received early termination of the HSR waiting period on June 11, 2019.

        Australia Foreign Investment Review Board.     Pursuant to the FATA, certain acquisitions by foreign persons of Australian companies, businesses and real property assets, including the merger, must be notified to the Foreign Investment Review Board (referred to in this proxy statement as the "FIRB") for approval by the Australian Treasurer. Parent submitted a FIRB application on May 10, 2019. On June 12, 2019, FIRB approval was obtained with respect to the Merger.

        Commitments to Obtain Approvals.     The Company and Parent are each required to use reasonable best efforts to take all actions necessary to complete the merger, including cooperating and doing all things necessary, proper or advisable to obtain regulatory approvals. If required by regulatory authorities, each party shall, and shall cause each of their respective subsidiaries to use their respective reasonable best efforts to, (1) agree to sell, divest or dispose of any assets or businesses of Parent, the Company, or their respective subsidiaries and (2) take or agree to take other actions that after the closing date limit Parent's or its subsidiaries' (including the surviving corporation's) freedom of action with respect to, or its ability to retain, one or more businesses, product lines or assets of Parent or its subsidiaries (including the surviving corporation). However, the Company will only be required to take or commit to take such actions if they are binding on the Company only if and when the closing of the merger occurs. See the section of this proxy statement entitled " The Merger Agreement—Efforts to Complete the Merger—Antitrust Matters ."

Appraisal Rights (page 109)

        Under Section 262 of the General Corporation Law of the State of Delaware (referred to in this proxy statement as the "DGCL"), Control4 stockholders who do not vote for the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares in cash as determined by the Delaware Court of Chancery, but only if they comply fully with all of the applicable requirements of Section 262 of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to the Company before the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Failure to follow exactly the procedures specified in Section 262 of the DGCL will result in the loss of appraisal rights. Because of the complexity of Section 262 of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C.

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Delisting and Deregistration of Company Common Stock (page 74)

        If the merger is completed, the Company common stock will be delisted from the NASDAQ Global Select Market (referred to in this proxy statement as the "NASDAQ") and deregistered under the U.S. Securities Exchange Act of 1934, as amended (referred to in this proxy statement as the "Exchange Act").

Alternative Acquisition Proposals (page 86)

The "Go-Shop" Period—Solicitation of Other Acquisition Proposals

        Under the merger agreement, from the date of the merger agreement until 11:59 p.m., New York City time, on June 7, 2019 (referred to in this proxy statement as the "no-shop period start date"), the Company and its representatives had the right to (1) initiate or solicit, or knowingly facilitate or encourage, any "inquiry" (as defined in the section of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals" ) and (2) engage in or otherwise participate in any discussions or negotiations regarding an "acquisition proposal" (as defined in the section of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals" ) or inquiry or that would reasonably be expected to lead to an acquisition proposal, or, subject to the entry into, and in accordance with, an "acceptable confidentiality agreement" (as defined below), provide any access to its properties, books or records or any non-public information to any person (and such person's representatives and prospective equity and debt financing sources) relating to the Company or any of its subsidiaries in connection with the foregoing; provided that (i) the Company had to provide to Parent any information relating to the Company or any of its subsidiaries that was not previously provided or made available to Parent substantially concurrently with (and in any event within 24 hours after) the time it is furnished to such person (and such person's representatives and prospective equity and debt financing sources) and (ii) the Company and its subsidiaries were not permitted to pay, agree to pay or cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such person in connection with any acquisition proposals or inquiries.

The "No-Shop" Period—No Solicitation of Other Acquisition Proposals

        Under the merger agreement, from the no-shop period start date until the earlier to occur of (x) the termination of the merger agreement and (y) the effective time, the Company must not, and must cause its subsidiaries not to, and must use its reasonable best efforts to cause its and their directors, officers, employees, other affiliates, investment bankers, attorneys, accountants and other advisors or representatives not to, directly or indirectly:

•

initiate or solicit, or knowingly facilitate or encourage, any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal;



•

engage in or otherwise participate in any discussions or negotiations regarding an acquisition proposal or inquiry or that would reasonably be expected to lead to an acquisition proposal, or provide any access to its properties, books or records or any non-public information to any person relating to the Company or any of its subsidiaries in connection with the foregoing;



•

enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (other than an acceptable confidentiality agreement) with respect to an acquisition proposal;



•

approve, endorse, declare advisable or recommend any acquisition proposal;

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•

take any action to make the provisions of any takeover statute or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company or any shareholder rights plan or "poison pill" inapplicable to any transactions contemplated by any acquisition proposal; or



•

authorize, commit to, agree or publicly propose to do any of the foregoing.

        On the no-shop period start date, the Company notified Parent in writing of the number of parties with which the Company entered into an acceptable confidentiality agreement and the number of parties that submitted an acquisition proposal after the execution of the merger agreement and prior to the no-shop period start date, which notice included a summary of any pending acquisition proposals that were made in writing by any "excluded party" (as defined in the section of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals" ) or any other acquisition proposal which the Company's board of directors determined in good faith, after consultation with its financial advisor and outside legal counsel, warranted the Company's board of directors' further discussion.

        Notwithstanding certain provisions of the merger agreement described above, at any time following the no-shop period start date and prior to the time the company stockholder approval is obtained, if Control4 receives a written, unsolicited, bona fide acquisition proposal that did not result from a breach of the provisions of the merger agreement described above, then Control4 and its representatives may contact the person or group of persons making the acquisition proposal to clarify the terms and conditions thereof so as to determine whether it constitutes or could reasonably be expected to result in a "superior proposal" (as defined in the section of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals—Receipt of Acquisition Proposals "), and, if the Control4 board of directors determines in good faith after consultation (1) with its financial advisor and outside legal counsel that the acquisition proposal constitutes, or would reasonably be expected to result in, a superior proposal and (2) with its outside legal counsel that failure to take the actions described below would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, then Control4 and its representatives may:

•

provide information to such person or group of persons (including their respective representatives and prospective equity and debt financing sources) if the Company receives from such person or group of persons (or has received from such person or group of persons) an executed confidentiality agreement containing terms not materially less favorable to Control4 than those contained in the confidentiality agreement to which Parent is subject, except that it need not contain any standstill or similar provision (referred to in this proxy statement as an "acceptable confidentiality agreement"), provided that Control4 must substantially concurrently (and in any event, within 24 hours) make available to Parent and Merger Sub any non-public information concerning Control4 or its subsidiaries that is provided to any such person or group of persons and that was not previously made available to Parent or Merger Sub; and



•

engage or participate in any discussions or negotiations with that person or group of persons.

Change in Board Recommendation (page 89)

        The Control4 board of directors has unanimously recommended that Control4 stockholders vote " FOR " the proposal to adopt the merger agreement. The merger agreement permits the Control4 board of directors to effect a "change of recommendation" (as defined in the section of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals—Change in Board Recommendation ") in certain circumstances, as described below.

        Before the company stockholder approval is obtained, the Control4 board of directors may (1) outside the context of an acquisition proposal, make a change of recommendation if, upon the

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occurrence of an "intervening event" (as defined in the section of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals "), the Control4 board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; or (2) if the Company receives, directly or indirectly through one or more of its representatives, either (x) after the date of the merger agreement and prior to the no-shop period start date from an excluded party an acquisition proposal or (y) after the no-shop period start date an unsolicited, written, bona fide acquisition proposal, in each case of clauses (x) and (y) that the Control4 board of directors concludes in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a superior proposal and such acquisition proposal did not result from a material breach by the Company of the provisions of the merger agreement described under the section of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals " effect a change of recommendation and/or terminate the merger agreement in order to enter into an alternative acquisition agreement providing for such superior proposal, provided that in either case:

•

Control4 must have given Parent at least three business days' prior written notice that it intends to make a change of recommendation (referred to in this proxy statement as a "notice of change of recommendation") and/or terminate the merger agreement, which notice must specify in reasonable detail the basis for the change of recommendation and/or termination and, in the case of a superior proposal, the identity of the person or group of persons making the superior proposal and the material terms thereof or, in the case of an intervening event, reasonable detail regarding the intervening event;



•

after providing such notice and prior to making a change of recommendation and/or terminating the merger agreement, Control4 must have negotiated, and must have caused its representatives to be available to negotiate, in good faith with Parent and Merger Sub (to the extent Parent and Merger Sub desire to negotiate) during the three-business-day notice period to make adjustments to the terms and conditions of the merger agreement as would obviate the need for the Company to effect a change of recommendation and/or terminate the merger agreement; and



•

at the end of the three-business-day notice period, the Control4 board of directors must have determined in good faith, after consultation with its outside legal counsel and, with respect to a superior proposal giving rise to the notice of change of recommendation, its financial advisor, taking into account any changes to the merger agreement proposed in writing by Parent in response to the notice of change of recommendation, that (1) the superior proposal giving rise to the notice of change of recommendation continues to be a superior proposal or (2) in the case of an intervening event, the failure of the Control4 board of directors to make a change of recommendation would continue to be reasonably likely to be inconsistent with its fiduciary obligations under applicable law.

        See the sections of this proxy statement entitled " The Merger Agreement—The 'No-Shop' Period—No Solicitation of Other Acquisition Proposals " and " The Merger Agreement—Change in Board Recommendation ."

Termination (page 98)

        The merger agreement may be terminated and the merger may be abandoned in the following circumstances:

•

at any time prior to the effective time by the mutual written consent of Control4 and Parent;

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•

at any time prior to the effective time by either Control4 or Parent:



•

if the merger has not been completed on or before November 8, 2019 (referred to in this proxy statement as the "termination date"); provided that the right to terminate the merger agreement pursuant to the termination provision referred to in this bullet point will not be available to a party if the failure of the merger to have been completed on or before the termination date was primarily caused by the failure of such party to perform any of its obligations under the merger agreement;



•

if the special meeting has been duly held and completed and the company stockholder approval has not been obtained at the special meeting or any adjournment or postponement thereof at which a vote on the adoption of the merger agreement is taken; or



•

if an order by a court or other governmental entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the completion of the merger has become final and non-appealable; provided that the right to terminate the merger agreement pursuant to the termination provision referred to in this bullet point will not be available to a party if the enactment, issuance, promulgation, enforcement or entry of such order, or the order becoming final and non-appealable, was primarily caused by the failure of such party to perform any of its obligations under the merger agreement;



•

by Control4:



•

at any time prior to the time the company stockholder approval is obtained, in order to substantially concurrently enter into an alternative acquisition agreement providing for a superior proposal in accordance with the merger agreement, subject to complying with the terms of the merger agreement; provided that prior to or substantially concurrently with, and as a condition to, such termination, the Company pays to Parent the company termination fee described below;



•

at any time prior to the effective time, if Parent or Merger Sub has breached any of its representations, warranties, covenants or agreements in the merger agreement, which breach (1) would give rise to the failure of a condition to the obligation of Control4 to complete the merger related to Parent's or Merger Sub's representations, warranties, covenants and agreements in the merger agreement and (2) is either not capable of being cured before the termination date or is not cured before the earlier of 30 business days following receipt of written notice from Control4 of such breach or the termination date; provided that Control4 will not have the right to terminate the merger agreement pursuant to the termination provision referred to in this bullet point if it is then in breach of any of its representations, warranties, covenants or agreements in the merger agreement, such that any condition to the obligations of Parent or Merger Sub to complete the merger related to Control4's representations, warranties, covenants and agreements in the merger agreement would not be satisfied if the closing date were the date of such termination; or



•

(i) at any time prior to the effective time if the "marketing period" (as defined in the section of this proxy statement entitled " The Merger Agreement—When the Merger Becomes Effective ") has ended and all of the conditions to the obligation of Parent to complete the merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, each of which is capable of being satisfied if the closing date were the date of such termination, and, solely with respect to the condition relating to (x) the expiration or termination of the waiting period applicable to the completion of the merger under the HSR Act and (y) the occurrence or granting of any decisions, orders, consents or expiration of any waiting periods required to consummate the transaction under the FATA and any other foreign investment, monopolization and

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anti-competition laws and regulations of certain foreign jurisdictions, if the failure of such condition to be satisfied is primarily caused by a material breach by Parent or Merger Sub of any of their respective covenants or agreements set forth in the provisions of the merger agreement described in the section of this proxy statement entitled " The Merger Agreement — Efforts to Complete the Merger "); (ii) Parent and Merger Sub do not complete the merger on or prior to the date the closing is required to occur pursuant to the merger agreement; (iii) Control4 has irrevocably confirmed in writing to Parent that it is ready, willing and able to complete the merger throughout the three-business-day period following delivery of such confirmation; and (iv) Parent and Merger Sub fail to complete the merger within three business days following delivery of such confirmation; or

•

by Parent:



•

at any time prior to the time the company stockholder approval is obtained, if the Control4 board of directors (or any committee thereof) has made a change of recommendation or allowed Control4 or any of its subsidiaries to enter into an alternative acquisition agreement (other than an acceptable confidentiality agreement); or



•

at any time prior to the effective time if Control4 has breached any of its representations, warranties, covenants or agreements in the merger agreement, which breach (1) would give rise to the failure of a condition to the obligations of Parent and Merger Sub to complete the merger related to Control4's representations, warranties, covenants and agreements in the merger agreement and (2) is either not capable of being cured before the termination date or is not cured before the earlier of 30 business days following receipt of written notice from Parent of such breach or the termination date; provided that Parent will not have the right to terminate the merger agreement pursuant to the termination provision referred to in this bullet point if it or Merger Sub is then in breach of any of their representations, warranties, covenants or agreements in the merger agreement, such that any condition to the obligation of Control4 to complete the merger related to Parent's or Merger Sub's representations, warranties, covenants and agreements in the merger agreement would not be satisfied if the closing date were the date of such termination.

Company Termination Fee (page 100)

        Control4 will pay Parent (or its designee) a termination fee in an amount equal to approximately $20 million (referred to in this proxy statement as the "company termination fee") in the following circumstances:

•

if the merger agreement is terminated by Control4 at any time prior to the time the company stockholder approval is obtained, in order to substantially concurrently enter into an alternative acquisition agreement providing for a superior proposal, provided that the amount of the company termination fee will be approximately $10 million instead of the greater amount set forth above if (x) the merger agreement is terminated by the Company (i) at any time prior to the time the company stockholder approval is obtained, in order to substantially concurrently enter into an alternative acquisition agreement providing for a superior proposal and (ii) such time of termination is prior to the no-shop period start date, and (y) the Company has entered into a definitive alternative acquisition agreement with an excluded party to consummate an acquisition proposal at the time of such termination; or



•

if the merger agreement is terminated by Parent because the Control4 board of directors (or any committee thereof) has made a change of recommendation or allowed Control4 or any of its subsidiaries to enter into an alternative acquisition agreement (other than an acceptable confidentiality agreement); or

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•

if all three of the following conditions are satisfied:



(1)

the merger agreement is terminated by (i) either Control4 or Parent because the merger has not been completed on or before the termination date, (ii) either Control4 or Parent or because the company stockholder approval has not been obtained or (iii) Parent as a result of a breach by Control4 of any representation, warranty, covenant or agreement in the merger agreement, which breach (x) gives rise to the failure of a condition to the obligations of Parent and Merger Sub to complete the merger related to Control4's representations, warranties, covenants and agreements in the merger agreement and (y) is either not capable of being cured before the termination date or is not cured before the earlier of 30 business days following receipt of written notice from Parent of such breach or the termination date, and in case of each of clause (i) and (iii) above, at the time of the termination, the company stockholder approval has not been obtained;



(2)

any person has publicly proposed, announced or made an acquisition proposal (or in the case of clause (1)(ii), an acquisition proposal has been made to Control4's management or the Control4 board of directors (or any committee thereof)) after the date of the merger agreement and prior to the special meeting and has not been withdrawn at least two business days prior to the special meeting (and in the case of clause (1)(iii), prior to the breach that forms the basis of the termination); and



(3)

within 12 months after the termination, Control4 completes an acquisition proposal or enters into a definitive agreement for an acquisition proposal that is subsequently completed (even if after such 12-month period)

(provided that, for purposes of the provision referred to in this bullet point, the references to "20%" and "80%" in the definition of "acquisition proposal" set forth in the merger agreement and defined below are deemed to be references to "50%").

Parent Termination Fee (page 101)

        Parent will pay Control4 the parent termination fee in an amount equal to approximately $41 million if the merger agreement is terminated by Control4 because the marketing period has ended and all of the conditions to the obligation of Parent to complete the merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, each of which is capable of being satisfied if the closing date were the date of such termination, and, solely with respect to the condition relating to (x) the expiration or termination of the waiting period applicable to the completion of the merger under the HSR Act and (y) the occurrence or granting of any decisions, orders, consents or expiration of any waiting periods required to consummate the transaction under the FATA and any other foreign investment, monopolization and anti-competition laws and regulations of certain foreign jurisdictions, if the failure of such condition to be satisfied is primarily caused by a material breach by Parent or Merger Sub of any of their respective covenants or agreements set forth in the provisions of the merger agreement described in the section of this proxy statement entitled " The Merger Agreement — Efforts to Complete the Merger "); Parent and Merger Sub do not complete the merger on or prior to the date the closing is required to occur pursuant to the merger agreement; Control4 has irrevocably confirmed in writing to Parent that it is ready, willing and able to complete the merger throughout the three-business-day period following delivery of such confirmation; and Parent and Merger Sub fail to complete the merger within three business days following delivery of such confirmation; provided that any purported termination of the merger agreement by either Control4 or Parent because the merger has not been completed on or before the termination date will be deemed to be a termination on the grounds described in this paragraph if, at the time of such termination, Control4 would have been entitled to terminate the merger agreement on the grounds described in this paragraph.

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Market Price of the Company Common Stock (page 106)

        The Company common stock is listed on the NASDAQ under the symbol "CTRL." The closing sale price of our common stock on May 8, 2019, the last trading day prior to the execution of the merger agreement, was $17.12 per share. On June 20, 2019, the most recent practicable date before the filing of this proxy statement, the closing price for our common stock was $23.71 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock.

Litigation Related to the Merger (page 75)

        On June 20, 2019, purported stockholders of Control4 filed putative class action complaints in the United States District Court for the Southern District of New York, Manafsi v. Control4 Corporation, et al., Case No. 1:19- cv-05790 (referred to in this proxy statement as the "Manafsi Action"), and Langford v. Control4 Corporation, et al., Case No. 1:19-cv- 05793 (referred to in this proxy statement as the "Langford Action" and, together with the Manafsi Action, the "Merger Lawsuits"), naming as defendants the Company and each member of the Company's board of directors.

        Among other things, the Merger Lawsuits allege that the preliminary proxy statement filed by the Company with the SEC on June 7, 2019 in connection with the merger (referred to in this proxy statement as the "Preliminary Proxy Materials") fails to disclose allegedly material information concerning (i) certain financial projections relied upon by the Company's board of directors and Raymond James, (ii) financial analyses conducted by Raymond James and (iii) potential conflicts of interests on the part of Raymond James, all in violation of Section 14(a) and Section 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder. The Merger Lawsuits seek equitable relief, including among other things, to enjoin the holding of the special meeting or consummation of the merger until certain additional information is disclosed to the Company's stockholders, to recover damages, together with costs of the actions, reasonable attorneys' and experts' fees and expenses, and any other relief the courts may deem just and proper. The Company cannot predict the outcome of the Merger Lawsuits, nor can the Company predict the amount of time and expense that will be required to resolve the Merger Lawsuits. The Company believes the Merger Lawsuits are without merit and the Company and the individual defendants intend to vigorously defend against them. If additional similar complaints are filed, absent new or different allegations that are material, the Company will not necessarily announce such additional filings. For additional information regarding the pending litigation, see the section of this proxy statement entitled "The Merger—Litigation Related to the Merger."

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

         The following questions and answers address briefly some questions you may have regarding the special meeting and the proposals to be voted on at the special meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the documents incorporated by reference into this proxy statement without charge by following the instructions under the section of this proxy statement entitled "Where You Can Find Additional Information."

Q:

Why am I receiving this proxy statement?

A:

On May 8, 2019 the Company entered into a merger agreement providing for the acquisition of the Company by Parent in a merger for a price of $23.91 per share in cash, without interest and subject to any required withholding taxes. You are receiving this proxy statement in connection with the solicitation of proxies by the Control4 board of directors in favor of the proposal to adopt the merger agreement and to approve the other related proposal to be voted on at the special meeting.

Q:

As a stockholder of Control4, what will I receive in the merger?

A:

If the merger is completed you will receive $23.91 in cash, without interest and subject to any required withholding taxes, for each outstanding share of common stock that you own immediately prior to the effective time, unless you have properly exercised your appraisal rights in accordance with Section 262 of the DGCL with respect to such shares.

Q:

When and where is the special meeting?

A:

The special meeting will be held at the Company's corporate offices located at 11734 S. Election Road, Salt Lake City, Utah 84020, on July 30, 2019, at 9.00 a.m., local time.

Q:

Who is entitled to vote at the special meeting?

A:

Only holders of record of Control4 common stock as of the close of business on June 12, 2019, the record date for the special meeting, are entitled to receive these proxy materials and to vote their shares at the special meeting. Each share of Control4 common stock issued and outstanding as of the record date will be entitled to one vote on each matter submitted to a vote at the special meeting.

Q:

What matters will be voted on at the special meeting?

A:

At the special meeting, you will be asked to consider and vote on the following proposals:

•

to adopt the merger agreement;

•

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger; and

•

to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

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Q:

How do I attend the special meeting?

A:

If you plan to attend the special meeting in person, you must provide proof of ownership of Control4 common stock as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification for admission to the special meeting. If you hold your shares in "street name," and you also wish to be able to vote at the special meeting, you must obtain a legal proxy, executed in your favor, from your bank or broker.

Q:

How many shares are needed to constitute a quorum?

A:

A quorum will be present if holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the special meeting are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained.

As of the close of business on June 12, 2019, the record date for the special meeting, there were 26,799,355 shares of common stock outstanding. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in "street name" by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted as present at the special meeting for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q:

What vote of Control4 stockholders is required to adopt the merger agreement?

A:

Adoption of the merger agreement requires the affirmative vote of a majority of the shares of common stock outstanding at the close of business on the record date for the special meeting and entitled to vote thereon.

An abstention with respect to the proposal to adopt the merger agreement, or a failure to vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote " AGAINST " this proposal.

Q:

What vote of Control4 stockholders is required to approve the other proposals to be voted upon at the special meeting?

A:

Each of (1) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (2) the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies, requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

An abstention with respect to either proposal will have the same effect as a vote " AGAINST " these proposals. A failure to return your proxy card or otherwise vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), will have no effect on these proposals, assuming a quorum is present.

Q:

How does the Control4 board of directors recommend that I vote?

A:

The Control4 board of directors unanimously recommends that Control4 stockholders vote:

•

" FOR " the proposal to adopt the merger agreement;

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•

" FOR " the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger; and



•

" FOR " the proposal regarding adjournment of the special meeting.

For a discussion of the factors that the Control4 board of directors considered in determining to recommend in favor of the adoption of the merger agreement, see the section of this proxy statement entitled " The Merger—Reasons for the Merger; Recommendation of the Control4 Board of Directors ." In addition, in considering the recommendation of the Control4 board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Control4 stockholders generally. For a discussion of these interests, see the section of this proxy statement entitled " The Merger—Interests of the Company's Directors and Executive Officers in the Merger ."

Q:

How do Control4's directors and officers intend to vote?

A:

The Company's directors and executive officers have informed us that they intend to vote their shares of Company common stock in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so. As of the record date, our directors and executive officers owned and were entitled to vote, in the aggregate, approximately 417,710 shares of Company common stock, or approximately 1.6% of the outstanding shares of Company common stock entitled to vote at the special meeting.

Q:

Am I entitled to rights of appraisal under the DGCL?

A:

If the merger is completed, stockholders who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of shares of our common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest on the amount determined to be fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this proxy statement, and Section 262 of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. See the section of this proxy statement entitled " Appraisal Rights ."

Q:

When is the merger expected to be completed?

A:

As of the date of this proxy statement, we expect to complete the merger in the second half of 2019. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described in this proxy statement, and we cannot be certain when or if the conditions to the merger will be satisfied or, to the extent permitted, waived.

Q:

What happens if the merger is not completed?

A:

If the merger agreement is not adopted by the Company's stockholders, or if the merger is not completed for any other reason, the Company's stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, the Company will remain a public

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company, and shares of our common stock will continue to be registered under the Exchange Act, as well as listed and traded on the NASDAQ. In the event that either Control4 or Parent terminates the merger agreement, then, in certain specified circumstances, Control4 may be required to pay Parent a company termination fee in an amount equal to approximately $20 million (or alternatively, in other specified circumstances, approximately $10 million) or Parent may be required to pay Control4 a parent termination fee in an amount equal to approximately $41 million. See the sections of this proxy statement entitled " The Merger Agreement—Company Termination Fee" and "The Merger Agreement—Parent Termination Fee ."

Q:

Why am I being asked to consider and cast a vote on the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger? What will happen if stockholders do not approve this proposal?

A:

The inclusion of this proposal is required by the rules of the Securities and Exchange Commission (referred to in this proxy statement as the "SEC"); however, the approval of this proposal is not a condition to the completion of the merger and the vote on this proposal is an advisory vote by the stockholders and will not be binding on the Company or Parent. If the merger agreement is adopted by the Company's stockholders and the merger is completed, the merger-related compensation will be paid to the Company's named executive officers in accordance with the terms of their compensation agreements and arrangements even if stockholders fail to approve this proposal.

Q:

How does the merger consideration compare to the market price of the Company common stock?

A:

The merger consideration of $23.91 per share represents a premium of approximately 38% over the trailing 30-day volume weighted average price of our common stock for the period ended May 8, 2019 and represents a premium of approximately 40% over the closing price of our common stock of $17.12 per share on May 8, 2019.

Q:

What do I need to do now? How do I vote my shares of common stock?

A:

We urge you to, and you should, read this entire proxy statement carefully, including its annexes and the documents incorporated by reference in this proxy statement, and to consider how the merger affects you. Your vote is important, regardless of the number of shares of common stock you own.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record but instead hold your shares of common stock in "street name" through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

It is not necessary to attend the special meeting in order to vote your shares. To ensure that your shares of common stock are voted at the special meeting, we strongly recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Attending the special meeting in person does not itself constitute a vote on any proposal.

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Shares of Common Stock Held by Record Holder

You can ensure that your shares are voted at the special meeting by submitting your proxy via:

•

mail, by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope;



•

telephone, by using the toll-free number 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries; or



•

the Internet, at www.voteproxy.com.

The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. ET on July 29, 2019.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted " FOR " (1) the proposal to adopt the merger agreement, (2) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (3) the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

We strongly encourage you to vote by proxy even if you plan on attending the special meeting.

A failure to vote or an abstention will have the same effect as a vote " AGAINST " the adoption of the merger agreement.

Shares of Common Stock Held in "Street Name"

If you hold your shares in "street name" through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as a vote " AGAINST " the proposal to adopt the merger agreement.

Q:

Can I revoke my proxy?

A:

Yes. You can revoke your proxy before the vote is taken at the special meeting. If you are a stockholder of record, you may revoke your proxy by notifying the Company in writing, in care of the Corporate Secretary, Control4 Corporation, 11734 S. Election Road, Salt Lake City, Utah 84020, or by submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above at any time up to 11:59 p.m. ET on July 29, 2019, or by completing, signing, dating and returning a new proxy card by mail to the Company. In addition, you may revoke your proxy by attending the special meeting and voting in person; however, simply attending the special meeting will not cause your proxy to be revoked. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in "street name" and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in "street name," you may also revoke a prior proxy by voting in person at the special meeting if you obtain a legal

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proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Q:

What happens if I do not vote or if I abstain from voting on the proposals?

A:

The requisite number of shares to approve the proposal to adopt the merger agreement is based on the total number of shares of Company common stock outstanding on the record date, not just the shares that are voted. If you do not vote, or abstain from voting, on the proposal to adopt the merger agreement, or if you hold your shares in "street name" and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote " AGAINST " the proposal to adopt the merger agreement.

The requisite number of shares to approve the other two proposals is based on the total number of shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. If you abstain from voting on (1) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (2) the proposal regarding adjournment of the special meeting, it will have the same effect as a vote " AGAINST " these proposals. If you do not return your proxy card or otherwise fail to vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), it will have no effect on these proposals, assuming a quorum is present.

Q:

Will my shares of common stock held in "street name" or held in another form of record ownership be combined for voting purposes with shares I hold of record?

A:

No. Because any shares of common stock you may hold in "street name" will be deemed to be held by a different stockholder (that is, your broker, bank, or other nominee) than any shares of common stock you hold of record, any shares of common stock held in "street name" will not be combined for voting purposes with shares of common stock held of record. Similarly, if you own shares of common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of common stock because they are held in a different form of record ownership. Shares of common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Please indicate title or authority when completing and signing the proxy card.

Q:

What does it mean if I get more than one proxy card or voting instruction card?

A:

If your shares of common stock are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards and voting instruction cards you receive (or submit each of your proxies by telephone or the Internet) to ensure that all of your shares of common stock are voted.

Q:

What happens if I sell my shares of common stock before completion of the merger?

A:

In order to receive the merger consideration, you must hold your shares of common stock through completion of the merger. Consequently, if you transfer your shares of common stock before completion of the merger, you will have transferred your right to receive the merger consideration.

The record date for stockholders entitled to vote at the special meeting is earlier than the completion of the merger. If you transfer your shares of common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting but not the right to receive the merger consideration.

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Q:

If the merger is completed, how do I obtain the merger consideration for my shares of common stock?

A:

Following the completion of the merger, your shares of common stock will automatically be converted into the right to receive your portion of the merger consideration, without interest and subject to any required withholding taxes. After the merger is completed, if your shares of common stock are evidenced by stock certificates, you will receive a letter of transmittal and related materials from the paying agent for the merger with detailed written instructions for exchanging your shares of common stock evidenced by stock certificates for the merger consideration (without interest and subject to any required withholding taxes). If your shares of common stock are held in "street name" by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the merger consideration (without interest and subject to any required withholding taxes).

Q:

Should I send in my stock certificates or other evidence of ownership now?

A:

No. You should not return your stock certificates or send in other documents evidencing ownership of common stock with the proxy card. If the merger is completed, if your shares of common stock are evidenced by stock certificates, the paying agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of common stock for the merger consideration (without interest and subject to any required withholding taxes).

Q:

Is the merger expected to be taxable to me?

A:

The receipt of cash by U.S. holders in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of common stock pursuant to the merger will recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder's adjusted tax basis in such shares. See " The Merger—Material U.S. Federal Income Tax Considerations of the Merger to U.S. Holders " for a more complete discussion of the U.S. federal income tax consequences of the merger. You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Q:

What is householding and how does it affect me?

A:

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding common stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

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Q:

Where can I find more information about Control4?

A:

You can find more information about us from various sources described in the section of this proxy statement entitled " Where You Can Find Additional Information."

Q:

Who will solicit and pay the costs of soliciting proxies?

A:

The Control4 board of directors is soliciting your proxy, and the Company will bear the costs of this solicitation. We will reimburse brokerage firms and others for their reasonable expenses of forwarding solicitation material to beneficial owners of Control4's outstanding common stock. The Company has retained D.F. King & Co., Inc. (referred to in this proxy statement as "DF King"), a proxy solicitation firm, to assist the Control4 board of directors in the solicitation of proxies for the special meeting, and we expect to pay DF King approximately $12,500, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone or via the Internet or, without additional compensation, by certain of the Company's directors, officers and employees.

Q:

Who can help answer my other questions?

A:

If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact DF King, which is acting as the proxy solicitation agent for the Company in connection with the merger, at the telephone numbers, email address or address below:

D.F. King & Co., Inc.
48 Wall Street, 22 ^nd  Floor
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 884-5101
Email: control4@dfking.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        This proxy statement, the documents incorporated by reference in this proxy statement and the documents we subsequently file with the SEC and incorporate by reference in this proxy statement may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs, including, but not limited to, our expectations concerning our operations and financial performance and condition, and our expectations regarding our ability to complete the merger and the timing of the merger, as well as our ability to realize the anticipated benefits from the merger. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Control4's actual results could differ materially from those contained in the forward-looking statements due to risks and uncertainties associated with fluctuations in our quarterly operating results, concentration of our product offerings, development risks involved with new products and technologies, competition, our contractual relationships with third parties, contract renewals with business partners, compliance by our customers with the terms of their contracts with us, and other factors disclosed in Control4's filings with the Securities and Exchange Commission. Risks and uncertainties related to the merger include, but are not limited to:

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;



•

the failure of the parties to satisfy conditions to completion of the merger, including the failure of our stockholders to approve the merger or the failure of the parties to obtain required regulatory approvals;



•

the risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not anticipated;



•

changes in our business or in our or our businesses' operating prospects;



•

the impact of the announcement of, or failure to complete, the merger on our relationships with employees, customers, vendors and other business partners;



•

potential litigation related to the merger;



•

risks associated with the diversion of management's attention or other resources from other critical business operations and strategic priorities due to the merger; and



•

changes in domestic and global economic, political and market conditions.

        Other factors that may cause such differences include, but are not limited to, those described in the Company's Form 10-K for the year ended December 31, 2018, as filed with the SEC, and in other reports filed by the Company with the SEC from time to time. See the section of this proxy statement entitled " Where You Can Find Additional Information ." Control4 undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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THE COMPANIES

Control4 Corporation

        Control4 is a leading provider of professionally-installed smart home and business solutions that are designed to personalize and enhance how consumers engage with an ever-changing connected world. Our entertainment, smart lighting, comfort and convenience, safety and security, and networking solutions unlock the potential of connected devices, making entertainment systems easier to use and more accessible, homes and businesses more comfortable and energy efficient, and individuals more connected and secure. Our premium smart home and small business solutions provide consumers with the ability to integrate audio, video, lighting, temperature, security, communications, network management and other functionalities into a unified automation solution, customized to match their lifestyles and business needs. Our advanced software, delivered through our controller and user-interface products together with various cloud services power this customized experience, enabling cohesive interoperability with thousands of connected Control4 and third-party devices. Consumer need for simplicity and a personalized experience, combined with advances in technology, are driving rapid growth in the connected home market. As the "Internet of Things" shapes the way we live and work, consumers are looking for affordable ways to extend and enhance the interoperability of connected devices in their homes and businesses, driving growth in the automation market.

        We were founded in 2003 to deliver a premium home automation solution by enabling consumers to unify their connected devices into a personalized system. We strive to create solutions that enable customers to purchase our products at an accessible and affordable entry point, while offering flexibility to expand to include additional devices, services and features optimized for every type of project, from a single-room all the way to a luxurious, fully- integrated whole-home experience. Our solution provides integrated and scalable control of approximately 13,500 third-party devices and services. These devices and services span a broad range of product categories including audio, video, lighting, comfort, security, communications, network management and cloud services. Our platform capabilities provide consumers with solutions that are comprehensive, personalized, flexible, affordable, and easy to use and manage.

        Control4's principal executive offices are located at 11734 S. Election Road, Salt Lake City, Utah 84020, and its telephone number is (801) 523-3100.

        Additional information about Control4 is contained in its public filings, certain of which are incorporated by reference herein. See the section of this proxy statement entitled " Where You Can Find Additional Information ."

Wirepath Home Systems, LLC

        Established in 2005 and based in Charlotte, North Carolina, Wirepath Home Systems, LLC (d/b/a SnapAV), which is referred to in this proxy statement as Parent or SnapAV, is a manufacturer and primary source of more than 2,700 installation-friendly audio, video, networking, power and surveillance products for residential and commercial A/V integrators. SnapAV empowers integrators to run more efficient businesses by providing high quality products at attractive prices, supported by best-in-class online ordering and award-winning customer service. Additional information about SnapAV and its product brands can be found at www.SnapAV.com. See the section of this proxy statement entitled " The Companies—Wirepath Home Systems, LLC. "

        Parent's principal executive offices are located at 1800 Continental Boulevard, Suite 200, Charlotte, NC 28273 and its telephone number is (704) 927-7620.

Copper Merger Sub Inc.

        Merger Sub is a Delaware corporation and a direct wholly owned subsidiary of Parent that was formed on April 23, 2019, solely for the purpose of engaging in the transactions contemplated by the

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merger agreement, and has not engaged in any business activities other than in connection with its formation, the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger. Upon completion of the merger, Merger Sub will merge with and into Control4 and will cease to exist.

        Merger Sub's principal executive offices are located at 1800 Continental Boulevard, Suite 200, Charlotte, NC 28273 and its telephone number is (704) 927-7620.

        In connection with the transactions contemplated by the merger agreement, Hellman & Friedman Capital Partners VIII, L.P., Hellman & Friedman Capital Partners VIII (Parallel), L.P., HFCP VIII (Parallel-A), L.P., H&F Executives VIII, L.P., and H&F Associates VIII, L.P. (collectively referred to in this proxy statement as the "H&F Entities") have committed to capitalize Parent, on the date of the closing of the merger, with an aggregate equity subscription of up to $256 million, subject to the terms and conditions set forth in the equity commitment letter. For more information, please see the section of this proxy statement entitled " The Merger Agreement—Debt Financing and Debt Financing Cooperation. "

        The H&F Entities are each affiliated with Hellman & Friedman (alternately referred to in this proxy statement as "H&F"). Hellman & Friedman is a leading private equity investment firm with offices in San Francisco, New York, and London. Since its founding in 1984, Hellman & Friedman has raised over $50 billion of committed capital. The firm focuses on investing in outstanding business franchises and serving as a value-added partner to management in select industries including software, financial services, business & information services, healthcare, internet & media, retail & consumer, and industrials & energy. For more information, please visit www.hf.com.

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THE SPECIAL MEETING

         We are furnishing this proxy statement to the Company's stockholders as part of the solicitation of proxies by the Control4 board of directors for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Company's stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Control4 board of directors for use at the special meeting to be held at the Company's corporate offices located at 11734 S. Election Road, Salt Lake City, Utah 84020, on July 30, 2019, at 9:00 a.m., local time, or at any adjournment or postponement thereof.

        For information regarding attending the special meeting, see " The Special Meeting—Voting; Proxies; Revocation—Attendance ."

Purposes of the Special Meeting

        At the special meeting, Control4 stockholders will be asked to consider and vote on the following proposals:

•

to adopt the merger agreement, dated as of May 8, 2019, by and among the Company, Parent and Merger Sub (as it may be amended from time to time);



•

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, the value of which is disclosed in the table in the section of this proxy statement entitled " The Merger—Interests of the Company's Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to the Company's Named Executive Officers in Connection with the Merger "; and



•

to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

        Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and certain provisions of the merger agreement are described in the section of this proxy statement entitled " The Merger Agreement ."

        The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the proposal to adopt the merger agreement. Accordingly, you may vote to adopt the merger agreement and vote not to approve the named executive officer merger-related compensation proposal and vice versa. Because the vote on the named executive officer merger-related compensation proposal is advisory only, it will not be binding on either Control4 or Parent. Accordingly, if the merger agreement is adopted and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of Control4's stockholders.

        The Company does not anticipate calling a vote on the proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies, if the proposal to adopt the merger agreement is approved by the requisite number of shares of Control4 common stock at the special meeting.

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        We do not expect that any matters other than the proposals set forth above will be brought before the special meeting. If, however, such a matter is properly presented at the special meeting or any adjournment or postponement thereof, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies.

        This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about June 21, 2019.

Record Date, Notice and Quorum

        The holders of record of Control4 common stock as of the close of business on June 12, 2019, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.

        At the close of business on the record date, 26,799,355 shares of common stock were outstanding and entitled to vote at the special meeting.

        The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the special meeting at the close of business on the record date will constitute a quorum. Once a share is represented at the special meeting, it will be counted for purposes of determining whether a quorum is present at the special meeting. However, if a new record date is set for an adjourned special meeting, a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. If your shares are held in "street name" by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your shares will not be counted as present at the special meeting for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Required Vote

        Each share of common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

        For the Company to complete the merger, Control4 stockholders holding a majority of the shares of common stock outstanding at the close of business on the record date and entitled to vote on the adoption of the merger agreement must vote " FOR " the proposal to adopt the merger agreement. An abstention with respect to the proposal to adopt the merger agreement, or a failure to vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote " AGAINST " this proposal.

        Approval of each of (1) the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger and (2) the adjournment proposal requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but is not a condition to the completion of the merger. An abstention with respect to either proposal will have the same effect as a vote " AGAINST " these proposals. A failure to return your proxy card or otherwise vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have no effect on these proposals, assuming a quorum is present.

Stock Ownership and Interests of Certain Persons

Voting by the Company's Directors and Executive Officers

        At the close of business on the record date, directors and executive officers of the Company were entitled to vote approximately 417,710 shares of common stock, or approximately 1.6% of the shares of

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common stock issued and outstanding on that date and entitled to vote at the special meeting. The Company's directors and executive officers have informed us that they intend to vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so.

Voting; Proxies; Revocation

Attendance

        All holders of shares of common stock as of the close of business on June 12, 2019, the record date, including stockholders of record and beneficial owners of common stock registered in the "street name" of a broker, bank or other nominee, are invited to attend the special meeting.

        To attend the special meeting in person, you must provide proof of ownership of Control4 common stock as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification for admission to the meeting. If you hold your shares in "street name," and you also wish to be able to vote at the meeting, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee.

Voting in Person

        Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares of common stock in "street name" through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting. Attending the special meeting in person does not itself constitute a vote on any proposal.

Providing Voting Instructions by Proxy

        To ensure that your shares of common stock are voted at the special meeting, we strongly recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Common Stock Held by Record Holder

        If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

        Submit a Proxy by Telephone or via the Internet.     This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address specified on the enclosed proxy card. Your shares of common stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

        Submit a Proxy Card.     If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of common stock will be voted in the manner directed by you on your proxy card.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to adopt the merger agreement, the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. If you fail to return your proxy card or vote by telephone or via the Internet, and you are a

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holder of record on the record date, unless you attend the special meeting and vote in person, your shares of common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, which will have the same effect as a vote " AGAINST " the proposal to adopt the merger agreement and, assuming a quorum is present, will have no effect on the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, or the vote regarding the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies.

Shares of Common Stock Held in "Street Name"

        If your shares of common stock are held by a broker, bank or other nominee on your behalf in "street name," your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

        In accordance with applicable stock exchange rules, brokers, banks and other nominees that hold shares of common stock in "street name" for their customers do not have discretionary authority to vote the shares with respect to (1) the proposal to adopt the merger agreement, (2) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, or (3) the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they cannot vote such shares with respect to these proposals. Therefore, unless you attend the special meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of Control4 common stock not being present at the meeting and not being voted on any of the proposals. As a result, a failure to vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf) will have the same effect as a vote " AGAINST " the proposal to adopt the merger agreement, but it will have no effect on the other proposals, assuming a quorum is present.

Revocation of Proxies

        Any person giving a proxy pursuant to this solicitation has the power to revoke and change it before it is voted. If you are a stockholder of record, you may revoke your proxy before the vote is taken at the special meeting by:

•

submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above at any time up to 11:59 p.m. ET on July 29, 2019, or by completing, signing, dating and returning a new proxy card by mail to the Company;



•

attending the special meeting and voting in person; or



•

delivering a written notice of revocation by mail to the Company, in care of the Corporate Secretary, at Control4 Corporation, 11734 S. Election Road, Salt Lake City, Utah 84020.

        Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

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        If you hold your shares in "street name" through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares in "street name," you may also revoke a prior proxy by voting in person at the special meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Abstentions

        An abstention occurs when a stockholder attends the special meeting, either in person or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved.

        Abstaining from voting will have the same effect as a vote " AGAINST " the proposal to adopt the merger agreement, a vote " AGAINST " the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and a vote " AGAINST " the proposal regarding the adjournment of the special meeting.

Solicitation of Proxies

        The Control4 board of directors is soliciting your proxy, and the Company will bear the costs of this solicitation. We will reimburse brokerage firms and others for their reasonable expenses of forwarding solicitation material to beneficial owners of Control4's outstanding common stock. The Company has retained DF King, a proxy solicitation firm, to assist the Control4 board of directors in the solicitation of proxies for the special meeting, and we expect to pay DF King approximately $12,500, plus reimbursement of out-of-pocket expenses. We will also indemnify DF King against losses arising out of its provisions of the foregoing services on our behalf. Proxies may be solicited by mail, personal interview, e-mail, telephone or via the Internet or, without additional compensation, by certain of the Company's directors, officers and employees.

Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

        Holders of a majority of shares present in person or represented by proxy at the special meeting, whether or not constituting a quorum, and entitled to vote or, in the absence of a decision by the majority, the officer presiding over the meeting may adjourn the special meeting. Any adjournment may be made without notice (provided the adjournment is not for more than 30 days) by an announcement at the special meeting of the time, date and place of the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. In addition, at any time prior to convening the special meeting, the Control4 board of directors may postpone the special meeting. Adjournments and postponements are subject to certain restrictions in the merger agreement, including that the special meeting may not be adjourned or postponed to a date that is more than five business days prior to the termination date without Parent's prior written consent.

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