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Form 4 Vivint Solar, Inc. For: May 10 Filed by: Allred L. Chance

May 14, 2018 7:00 PM
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 *
Allred L. Chance

(Last) (First) (Middle)
1800 WEST ASHTON BLVD

(Street)
LEHI UT 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)
Chief Sales Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2018
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)
Code V Amount (A) or (D) Price
Common Stock 05/10/2018 M 199,084 A $ 1 449,967 D
Common Stock 05/10/2018 S (1) 199,084 D $ 4.5 250,883 D
Common Stock 05/11/2018 M 18,211 A $ 1 269,094 D
Common Stock 05/11/2018 S (1) 18,211 D $ 4.5 250,883 D
Common Stock 05/14/2018 M 222,944 A $ 1 473,827 D
Common Stock 05/14/2018 S (1) 222,944 D $ 4.5 250,883 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 1 05/10/2018 M 199,084 (2) 08/18/2023 Common Stock 199,084 $ 0 418,563 D
Stock Option (Right to Buy) $ 1 05/11/2018 M 18,211 (2) 08/18/2023 Common Stock 18,211 $ 0 400,352 D
Stock Option (Right to Buy) $ 1 05/14/2018 M 222,944 (2) 08/18/2023 Common Stock 222,944 $ 0 177,408 D
Explanation of Responses:
1. The sales reported by Mr. Allred were effected pursuant to a Rule 10b5-1 trading plan.
2. One-third of this option vests annually in five equal installments beginning 11/16/13. The remaining two-thirds of the outstanding options vest as follows: (1) one-half will vest if and upon the date that is the sooner of (a) 313 Acquisition LLC receives a return on its invested capital at a pre-established threshold or (b) the Company's aggregate equity market capitalization is equal to or greater than $1 billion on a date no sooner than 240 days after the commencement of this offering, and (2) one-half of the shares vest if and upon the date that 313 Acquisition LLC receives an additional return on its investment at a second pre-established threshold.
/s/ Dana C. Russell, attorney-in-fact 05/14/2018
** 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).
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