BCIP Venture Associates II Form 4 SmartRent / Enrique T Salem 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^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SmartRent, Inc. [ SMRT ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2022

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

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

	Form filed by One Reporting Person
X	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
Class A Common Stock	08/04/2022		S		69,098	D	$5.6083(4)	19,996,739	I	See footnotes(1)(2)(3)
Class A Common Stock	08/05/2022		S		77,042	D	$5.6993(5)	19,919,697	I	See footnotes(1)(2)(3)
Class A Common Stock	08/08/2022		S		75,100	D	$5.565(6)	19,844,597	I	See footnotes(1)(2)(3)

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

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Fund 2019, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Investors 2019, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCV 2019-MD Primary, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates II, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates II-B, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Salem Enrique T

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE INVESTORS,

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Agarwal Ajay

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE INVESTORS,

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Bain Capital Venture Investors, LLC ("BCVI") is the manager of Bain Capital Venture Investors 2019, LLC ("BCVI 2019"), which is the general partner of each of Bain Capital Venture Fund 2019, L.P. ("BCV Fund 2019") and BCV 2019-MD Primary, L.P. ("BCV MD Primary"). As a result, BCVI 2019 may be deemed to share voting and dispositive power with respect to the shares of the Issuer's Class A Common Stock held by BCV Fund 2019 and BCV MD Primary. BCVI 2019 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 4, 2022, August 5, 2022 and August 8, 2022, BCV Fund 2019 sold 60,166, 67,083 and 65,392 shares of the Issuer's Class A Common Stock, respectively, and BCV MD Primary sold 2,314, 2,580 and 2,515 shares of the Issuer's Class A Common Stock, respectively. Following such sales, BCV Fund 2019 and BCV MD Primary held 17,279,288 and 664,595 shares of the Issuer's Class A Common Stock, respectively.

2. Boylston Coinvestors, LLC is the general partner of each of BCIP Venture Associates II, L.P. ("BCIP Venture II") and BCIP Venture Associates II-B, LP ("BCIP Venture II-B" and, together with BCV Fund 2019, BCV MD Primary and BCIP Venture II, the "Bain Capital Venture Entities"). On August 4, 2022, August 5, 2022 and August 8, 2022, BCIP Venture II sold 6,121, 6,825 and 6,653 shares of the Issuer's Class A Common Stock, respectively, and BCIP Venture II-B sold 497, 554 and 540 shares of the Issuer's Class A Common Stock, respectively. Following such sales, BCIP Venture II and BCIP Venture II-B held 1,757,901 and 142,813 shares of the Issuer's Class A Common Stock, respectively.

3. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.49 to $5.775, inclusive. The reporting persons undertake to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (6) to this Form 4.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.51 to $5.81, inclusive.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.45 to $5.90, inclusive.

Remarks:

	Bain Capital Venture Investors, LLC, By: /s/ Paul Zurlo, Title: Managing Director	08/08/2022
	Bain Capital Venture Fund 2019, L.P., By: Bain Capital Venture Investors 2019, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Paul Zurlo, Title: Managing Director	08/08/2022
	Bain Capital Venture Investors 2019, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Paul Zurlo, Title: Managing Director	08/08/2022
	BCV 2019-MD Primary, L.P., By: Bain Capital Venture Investors 2019, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Paul Zurlo, Title: Managing Director	08/08/2022
	BCIP Venture Associates II, L.P., By: Boylston Coinvestors, LLC, its general partner, By: /s/ Paul Zurlo, Title: Authorized Signatory	08/08/2022
	/s/ Enrique T. Salem	08/08/2022
	/s/ Ajay Agarwal	08/08/2022
	** Signature of Reporting Person	Date
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