Russell Dana C Form 4 Vivint Solar / Dana C Russell 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^*

Russell Dana C

(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)
CFO and EVP

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2020		M		7,353	A	$1.3	337,270	D
Common Stock	08/26/2020		M		31,890	A	$3.45	369,160	D
Common Stock	08/26/2020		S		78,481	D	$28.041(1)	290,679	D
Common Stock	08/27/2020		M		57,012	A	$3.45	347,691	D
Common Stock	08/27/2020		M		25,966	A	$5.2	373,657	D
Common Stock	08/27/2020		S		142,867	D	$28.084(2)	230,790	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)	$1.3	08/26/2020		M			7,353	(3)	01/23/2024	Common Stock	7,363	$0.00	0	D
Stock Option (Right to Buy)	$3.45	08/26/2020		M			31,890	(4)	10/02/2027	Common Stock	31,890	$0.00	97,420	D
Stock Option (Right to Buy)	$3.45	08/27/2020		M			57,012	(4)	10/02/2027	Common Stock	57,012	$0.00	40,408	D
Stock Option (Right to Buy)	$5.2	08/27/2020		M			25,966	(5)	09/26/2028	Common Stock	25,966	$0.00	33,381	D

Explanation of Responses:

1. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.30, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.23, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

3. One-third of this option vests annually in five equal installments beginning 11/18/14. 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.

4. 25% of the shares subject to this award vested on September 6, 2018, and 1/16th of the shares subject to this award 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 vested on September 6, 2019, and 1/16th of the shares subject to this award 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.

Remarks:

	/s/ Dana C. Russell	08/28/2020
	** Signature of Reporting Person	Date
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