Statement of Changes in Beneficial Ownership (4)
August 24 2020 - 4:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
313 Acquisition LLC |
2. Issuer Name and Ticker or Trading Symbol
Vivint Solar, Inc.
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VSLR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE BLACKSTONE GROUP INC., 345 PARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/21/2020 |
(Street)
NEW YORK, NY 10154
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/21/2020 | | S(1) | | 11627907 | D | $21.50 | 57917967 | I | See Footnotes (2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Pursuant to a Stock Purchase Agreement dated as of August 17, 2020, on August 21, 2020 the Reporting Person disposed of 11,627,907 shares of common stock, par value $0.01 per share ("Common Stock"), of Vivint Solar, Inc. in a private sale for an aggregate purchase price of $250,000,000.50 in cash. |
(2) | Reflects shares of Common Stock directly held by 313 Acquisition LLC. 313 Acquisition LLC is managed by a board of managers and Blackstone Capital Partners VI L.P. ("BCP VI"), as managing member. |
(3) | Blackstone Management Associates VI L.L.C. is the general partner of BCP VI. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone Holdings III L.P. is the managing member of BMA VI L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
(4) | Each of such Reporting Persons may be deemed to beneficially own the shares beneficially owned by 313 Acquisition LLC, but each (other than 313 Acquisition LLC to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
313 Acquisition LLC C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Blackstone Capital Partners VI L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Blackstone Management Associates VI L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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BMA VI L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Blackstone Holdings III GP L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Blackstone Holdings III GP Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Blackstone Group Inc 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
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SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
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Signatures
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313 ACQUISITION LLC, By: Blackstone Capital Partners VI L.P., its managing member, By: Blackstone Management Associates VI L.L.C., its GP, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
BLACKSTONE CAPITAL PARTNERS VI L.P., By: Blackstone Management Associates VI L.L.C., its general partner, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
BMA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | | 8/24/2020 |
**Signature of Reporting Person | Date |
/s/ Stephen A. Schwarzman | | 8/24/2020 |
**Signature of Reporting Person | Date |
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