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^*

Fifth Wall Acquisition Sponsor, LLC

(Last)

(First)

(Middle)

6060 CENTER DRIVE

10TH FLOOR

(Street)

LOS ANGELES

90045

(City)

(State)

(Zip)

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

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

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

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)
Class A common stock	08/24/2021		M⁽²⁾		8,481,000	A	⁽¹⁾⁽²⁾	9,528,500	D⁽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)
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)
Class B common stock	⁽¹⁾⁽²⁾	08/24/2021		M⁽²⁾			8,481,000	⁽¹⁾	⁽¹⁾	Class A common stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	D⁽³⁾

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-252274), the shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the Issuer will automatically convert into shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer at the time of the Issuer's initial business combination (the "Business Combination"), on a one-for-one basis.

2. On August 24, 2021, Fifth Wall Acquisition Corp. I ("FWAA" and the former name of the Issuer) consummated the Business Combination with SmartRent.com, Inc. In connection with the Business Combination, each share of Class B Common Stock converted to one share of Class A Common Stock.

3. Fifth Wall Acquisition Sponsor, LLC, is the record holder of the shares reported herein. Fifth Wall Acquisition Sponsor, LLC is governed by two managers. Messrs. Andriy Mykhaylovskyy and Brendan Wallace have shared voting and investment power over the shares held by Fifth Wall Acquisition Sponsor, LLC, and disclaim beneficial ownership of the shares held by Fifth Wall Acquisition Sponsor, LLC except to the extent of their pecuniary interest therein.

	/s/ Andriy Mykhaylovskyy, Manager	08/24/2021
	** 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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SEC Form 4: Fifth Wall Acquisition Sponsor, LLC converted options into 8,481,000 units of Class A common stock