| 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)
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2. Issuer Name and Ticker or Trading Symbol
VIASAT INC [ VSAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/12/2024 | S | 2,811,443 | D | $19.9(1) | 8,390,687 | D(2)(3)(4)(5)(6) | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of common stock of Viasat, Inc. (the "Issuer"), par value $0.0001 per share (the "Common Stock"), were sold in a block sale at a per share price of $19.90. |
| 2. Reflects Common Stock directly held by WP Triton Co-Invest, L.P., a Cayman Islands exempted limited partnership ("WP Triton Co-Invest"). By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus (Callisto-A) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., and WP Global Growth Partners (Cayman), L.P. (collectively, the "WP Global Growth Funds"), (Continued in Footnote 3) |
| 3. each a Cayman Islands exempted limited partnership; Warburg Pincus (Cayman) Global Growth GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman GP") and the general partner of each of WP Triton Co-Invest, WP Triton Investment, L.P. and each of the WP Global Growth Funds; Warburg Pincus (Cayman) Global Growth GP LLC, a Delaware limited liability company ("WPGG Cayman GP LLC") and the general partner of WPGG Cayman GP; Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman") and the managing member of WPGG Cayman GP LLC; Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP") and the general partner of WPP II Cayman; (Continued in Footnote 4) |
| 4. Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages the WP Global Growth Funds; and WP Triton Investment, L.P., a Cayman Islands exempted limited partnership, may be deemed to be the beneficial owner of the shares of Common Stock held by WP Triton Co-Invest. The parties listed above are collectively referred to as the "Warburg Pincus Reporting Persons." Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP Triton Co-Invest, herein states that this filing shall not be deemed an admission that it or he is the beneficial owner of any of the shares of Common Stock covered by this report. |
| 5. (Continued from footnote 4) Each of the Warburg Pincus Reporting Persons disclaims their beneficial ownership of such shares of Common Stock except to the extent of its or his pecuniary interest therein. |
| 6. Due to limitations of the electronic filing system certain Warburg Pincus Reporting Persons are filing a separate Form 4. |
| Remarks: |
| Form 1 of 2. WP Triton Co-Invest is party to a Stockholders Agreement with the Issuer and certain stockholders of the Issuer, and a Coordination Agreement with certain stockholders of the Issuer. As a result of such agreements, the Warburg Pincus Reporting Persons may be deemed to be a member of a "group" as defined in Rule 13d-5 of the Exchange Act with certain other stockholders. The Warburg Pincus Reporting Persons disclaim beneficial ownership of any securities of the Issuer owned by any member of such group, other than the securities reported in Table 1 of this Form 4. |
| See Exhibit 99.1 | 08/14/2024 | |
| ** 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. | ||
EXHIBIT 99.1
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Form 4 is true, complete and correct.
Dated: August 14, 2024
WP TRITON CO-INVEST, L.P. |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
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Authorised Signatory
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WP TRITON INVESTMENT, L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory
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WARBURG PINCUS (CALLISTO-A) GLOBAL GROWTH (CAYMAN), L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory |
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WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory |
WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory |
WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory |
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WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory |
WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory |
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WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P. |
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By: |
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Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: |
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Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: |
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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By: |
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/s/ Harsha Marti |
Name: |
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Harsha Marti |
Title: |
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Authorised Signatory |
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