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CUSIP NO. 92552V100 Page 5 of 8
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Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value of $0.0001 per
share (the "Common Stock"), of ViaSat, Inc., a Delaware corporation
(the "Issuer").
The address of the principal executive offices of ViaSat, Inc. is:
655 El Camino Real
Carlsbad, CA 92009
The Reporting Persons previously reported their beneficial ownership on
Schedule 13G (and amendments thereto) with respect to the Common Stock.
Item 2. Identity and Background
(a) This statement on Schedule 13D is jointly filed by and on behalf of FPR
Partners, LLC ("FPR"), Andrew Raab, and Bob Peck (collectively, the
"Reporting Persons"). The reported shares of Common Stock are
held directly by certain limited partnerships, collectively, the
"Funds". FPR acts as investment manager to the Funds and may be
deemed to indirectly beneficially own securities owned by the Funds.
Andrew Raab and Bob Peck are the Senior Managing Members of FPR
and sole beneficial owners of FPR and may be deemed to indirectly
beneficially own securities owned by FPR and the Funds. Each Fund has
a general partner that, pursuant to an investment management agreement
between such Fund and FPR, has delegated all investement and voting
decisions with respect to securities held bysuch Fund to FPR. As a
result, the Funds and their general partners disclaim all beneficial
ownership over the shares of Common Stock held by the Funds for the
purposes of Sections 13(d) or 13(g) of the Securities and Exchange Act of
1934 (the "Exchange Act"), and are not a reporting persons hereunder.
Each of the Reporting Persons declares that neither the filing of this
statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Sections 13(d) or 13(g) of the Exchange
Act, the beneficial owner of any of the securities covered by this
statement. The agreement among the Reporting Persons relating to
the joint filing of this Schedule 13D is attached as Exhibit 99.1
hereto.
(b) The address of the principal office of each Reporting Person is
199 Fremont Street, Suite 2500, San Francisco, CA 94105.
(c) FPR Partners, LLC is a registered investment advisor and is a
limited liability company organized under the laws of the State of
Delaware. Mr. Raab and Mr. Peck are United States citizens. The principal
business of FPR is to serve as an investment advisor to and manage the
investments of the Funds and certain other partnerships or limited
liability companies. The principal occupation of each of Mr. Raab
and Mr. Peck is to serve as Senior Managing Member of FPR.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors)
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws.
(f) FPR Partners, LLC is a limited liability company organized under the
laws of the State of Delaware. Mr. Raab and Mr. Peck are US citizens.
Item 3. Source and Amount of Funds or Other Consideration
The securities of the Issuer as to which this schedule is filed were
acquired by the Funds in the normal course of business.
The source of funds used for the purchase of the Issuer's securities
was the working capital of the Funds, including through the use of capital
contributions from their respective investors.
Item 4. Purpose of Transaction
The Reporting Persons have acquired the Issuer's Common Stock for
investment purposes, and such purchases have been made in the Reporting
Persons' ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further
purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from changes in
market prices of such Common Stock, changes in the Issuer's operations,
business strategy or prospects, or from sale or merger of the Issuer. To
evaluate such alternatives, the Reporting Persons will routinely monitor the
Issuer's operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions,
as well as alternative investment opportunities, liquidity requirements of
the Reporting Persons and other investment considerations. Consistent with
its investment research methods and evaluation criteria, the Reporting
Persons may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Persons' modifying their ownership of
Common Stock, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance, management or capitalization, or in proposing one or
more of the other actions described in subsections (a) through (j) of Item
4 of Schedule 13D.
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