ADT Inc. — Director's Dealing 2018

Jan 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADT, Inc. (ADT)
CIK: 0001703056
Period of Report: 2018-01-18

Reporting Person: DeVries James David (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-18	Restricted Stock Units	A	78571	—	Acquired	78571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-18	Stock Options	$14	A	775706.5	Acquired	2028-01-18	Stock Options (775706.5)	Direct
2018-01-18	Stock Options	$14	A	288865	Acquired	2028-01-18	Stock Options (288865)	Direct

Footnotes

F1: On November 21, 2016, the reporting person was granted Class B units in Prime Security Services TopCo Parent, L.P. (the "November 2016 Award"). On January 18, 2018, the reporting person was granted stock options under the ADT Inc. 2018 Omnibus Incentive Plan. The stock options reported in Table II vest in the same manner as the "service tranche" of the November 2016 Award (the "Top-Up Options"). Twenty percent of the Top-Up Options reported in Table II for the November 2016 Award are vested and exercisable as of the date of grant and the remainder of the Top-Up Options reported in Table II will vest and become exercisable as to 20% on May 2, 2018, and the remainder on July 23, 2018, generally subject to the reporting person's continued employment through each such date.

F2: Each restricted stock unit ("RSU") was received as a grant under the ADT Inc. 2018 Omnibus Incentive Plan on January 18, 2018, for no consideration, and represents a contingent right to receive one share of ADT Inc. common stock upon vesting and settlement. The RSUs will "cliff vest" as to 100% of the RSUs on the third anniversary of the date of grant, generally subject to the reporting person's continued employment through such date.

F3: The reporting person was granted stock options on January 18, 2018, under the ADT Inc. 2018 Omnibus Incentive Plan. The stock options will "cliff vest" and become exercisable as to 100% of the stock options on the third anniversary of the date of grant, generally subject to the reporting person's continued employment through such date.