SEC FORM 4

SEC FORM 4 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^*

Karren Mitch

(Last)

(First)

(Middle)

18835 N. THOMPSON PEAK PARKWAY

SUITE 300

(Street)

SCOTTSDALE

85255

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

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)	$0.47	08/24/2021		A		1,421,613		⁽¹⁾⁽²⁾	08/17/2029	Class A Common Stock	1,421,613	$0.00	1,421,613	D
Restricted Stock Units	⁽³⁾	08/24/2021		A		293,073		⁽¹⁾⁽⁴⁾	⁽⁴⁾	Class A Common Stock	293,073	$0.00	293,073	D
Restricted Stock Units	⁽³⁾	08/24/2021		A		8,763		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	8,763	$0.00	8,763	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 1,362,379 shares, with the remaining shares vesting in 1/48 equal monthly installments until fully vested on October 23, 2021.

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/ Mitch Karren	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).
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