| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SmartRent, Inc. [ SMRT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/24/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Options (Right to Buy) | $0.47 | 08/24/2021 | A | 429,280 | (1)(2) | 01/27/2030 | Class A Common Stock | 429,280 | $0.00 | 429,280 | D | ||||
| Restricted Stock Units | (3) | 08/24/2021 | A | 1,099,025 | (1)(4) | (4) | Class A Common Stock | 1,099,025 | $0.00 | 1,099,025 | D | ||||
| Restricted Stock Units | (3) | 08/24/2021 | A | 11,683 | (5) | (5) | Class A Common Stock | 11,683 | $0.00 | 11,683 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the business combination of Fifth Wall Acquisition Corp. I and SmartRent.com, Inc. ("Legacy SmartRent"), each share of Legacy SmartRent outstanding common and preferred stock and common stock underlying outstanding warrants was automatically converted into shares of the issuer's Class A Common Stock based on a 1-to-4.8846 exchange ratio (the "Exchange Ratio"). In addition, each outstanding Legacy SmartRent equity award was automatically converted into a corresponding equity award of the issuer based on the Exchange Ratio and with the same terms and vesting conditions as the Legacy SmartRent equity awards. |
| 2. The stock option is currently vested and exercisable as to 160,980 shares, with the remaining shares vesting in 1/48 equal monthly installments until fully vested on January 28, 2024. |
| 3. Each restricted stock unit represents a contingent right to receive one share of the issuer's Class A Common Stock. |
| 4. The restricted stock units shall vest as follows: one-fourth shall vest on April 19, 2022 with the remaining vesting in 1/48 equal monthly installments until vested in full. |
| 5. The restricted stock units shall vest as follows: one-fourth shall vest on August 24, 2022, with the remaining vesting in 1/48 equal monthly installments until vested in full. |
| Remarks: |
| /s/ Christopher Jon Edmonds | 08/26/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
