SEC Form SC 13D/A filed by Vivint Smart Home Inc. (Amendment)

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Item 1. Security and Issuer.

This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons, together with Fortress Mosaic Sponsor LLC and Principal Holdings I LP, on January 21, 2020, as amended and supplemented by Amendment No. 1 thereto filed by the Reporting Persons on February 28, 2020, Amendment No. 2 thereto filed by the Reporting Persons on March 13, 2020, Amendment No. 3 thereto filed by the Reporting Persons on April 27, 2020, and Amendment No. 4 thereto filed by the Reporting Persons on June 6, 2022 (the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”), relating to the shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Vivint Smart Home, Inc. (formerly Mosaic Acquisition Corp.), a Delaware corporation (the “Issuer”). Annex A attached to this Amendment amends and restates Annex A attached to the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. The principal executive offices of the Issuer are located at 4931 North 300 West, Provo, Utah 84604.

Item 4. Purpose of Transaction.

This Amendment supplements the disclosure in Item 4 of the Original Schedule 13D by adding the following:

On December 6, 2022, the Issuer filed a Current Report on Form 8-K (the “Merger 8-K”) with the United States Securities and Exchange Commission, announcing an Agreement and Plan of Merger (the “Merger Agreement”) entered into among the Issuer, NRG Energy Inc., a Delaware corporation (“Parent”), and Jetson Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Issuer (the “Merger”). As described in the Merger 8-K, at the effective time of the Merger each share of Common Stock (other than shares held by the Company (including shares held in treasury), Parent or any of their respective wholly-owned subsidiaries and shares owned by stockholders who have properly made and not withdrawn or lost a demand for appraisal rights) will be converted into the right to receive $12 in cash. In connection with entry into the Merger Agreement, Fortress Investor, Fortress Mosaic Sponsor LLC, a Delaware limited liability company (“Fortress Sponsor”), and Fortress Mosaic Anchor LLC, a Delaware limited liability company (“Fortress Anchor” and together with Fortress Investor and Fortress Sponsor, the “Fortress Signatories”) entered into a Voting and Support Agreement (the “Support Agreement”) in favor of Parent, pursuant to which the Fortress Signatories have agreed, among other things, to vote their shares of Common Stock in favor of the adoption of the Merger Agreement (including by delivery of a Written Consent, as defined below) and against any alternative proposal. The Support Agreements also include certain restrictions on transfer of shares of Common Stock by the Fortress Signatories. Parent and the Issuer also announced that holders of approximately 59% of the outstanding shares of Common Stock---including the Fortress Signatories---have provided irrevocable written consent agreements (each, a “Written Consent”) supporting the Merger and that the Merger is not conditioned on a vote of the holders of Common Stock.

The preceding descriptions of the Merger, the Merger Agreement, and the Written Consent are qualified, in each case, by reference to the Merger 8-K and the exhibits thereto, including the Merger Agreement (and its exhibits) and the press release furnished therewith. The preceding summary of the Support Agreement is qualified by reference to the Support Agreement made an exhibit to this Amendment.

Item 5. Interest in Securities of the Issuer.

This Amendment supplements the disclosure in Item 5(b) of the Original Schedule 13D by adding the following:

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