Vivint Solar Form 4 / Thomas G. Plagemann ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Plagemann Thomas G.

(Last)

(First)

(Middle)

1800 WEST ASHTON BLVD

(Street)

LEHI

84043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vivint Solar, Inc. [ VSLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CCO; EVP, Capital Markets

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/08/2020		D⁽¹⁾		16,093	D	$0.00	122,910	D
Common Stock	10/08/2020		D⁽²⁾		122,910	D	$0.00	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.45	10/08/2020		D⁽³⁾			42,430	⁽⁴⁾	10/02/2027	Common Stock	42,430	$0.00	0	D
Stock Option (Right to Buy)	$5.2	10/08/2020		D⁽³⁾			34,773	⁽⁵⁾	09/26/2028	Common Stock	34,773	$0.00	0	D
Stock Option (Right to Buy)	$5.23	10/08/2020		D⁽³⁾			66,176	⁽⁶⁾	02/28/2029	Common Stock	66,176	$0.00	0	D
Stock Option (Right to Buy)	$7.39	10/08/2020		D⁽³⁾			33,333	⁽⁷⁾	09/12/2029	Common Stock	33,333	$0.00	0	D
Stock Option (Right to Buy)	$8.21	10/08/2020		D⁽³⁾			45,620	⁽⁸⁾	06/01/2030	Common Stock	45,620	$0.00	0	D
Stock Option (Right to Buy	$28.29	10/08/2020		D⁽³⁾			7,928	⁽⁹⁾	09/08/2030	Common Stock	7,928	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 6, 2020 (the "Merger Agreement"), by and among Sunrun Inc. ("RUN"), Viking Merger Sub, Inc. and Vivint Solar, Inc. in exchange for 0.55 shares of RUN common stock per share.

2. Pursuant to the Merger Agreement, the restricted stock units held by the Reporting Person were disposed of and converted into restricted stock units representing 0.55 shares of RUN common stock per share.

3. Disposed of pursuant to the Merger Agreement and converted into an option to acquire 0.55 shares of RUN common stock per share.

4. 25% of the shares subject to this award will vest on September 6, 2018, and 1/16th of the shares subject to this award will vest on each quarterly vesting date thereafter. The term "quarterly vesting date" shall mean the sixth day of March, June, September and December of any fiscal year, as applicable.

5. 25% of the shares subject to this award will vest on September 6, 2019, and 1/16th of the shares subject to this award will vest on each quarterly vesting date thereafter. The term "quarterly vesting date" shall mean the sixth day of March, June, September and December of any fiscal year, as applicable.

6. 100% of the shares subject to this option will vest on March 6, 2022 subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through such date. Notwithstanding the foregoing, 100% of the shares subject to this option will fully vest upon a Change of Control (as defined in the Plan).

7. 25% of the Shares subject to this option will vest on September 6, 2020, and on each of the next 12 quarterly vesting dates, 1/16 of the shares subject to this option will vest, subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through such date.

8. 100% of the Shares subject to this Award will vest on June 6, 2022, subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through such date.

9. 25% of the Shares subject to this option will vest on September 6, 2021, and on each of the next 12 quarterly vesting dates, 1/16 of the shares subject to this option will vest, subject to the Reporting Person's continued service to the Issuer or any subsidiary of the Issuer through such date.

Remarks:

	/s/ Dana C. Russell, attorney-in-fact	10/08/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Vivint Solar (VSLR) Form 4Vivint Solar / Thomas G. Plagemann ownership change