Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chandran Girish

(Last)

(First)

(Middle)

6155 EL CAMINO REAL

(Street)

CARLSBAD

92009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIASAT INC [ VSAT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and CTO

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2023

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)
$.0001 par value common stock	11/17/2023		M		11,163	A	$0.00	38,049	D
$.0001 par value common stock	11/17/2023		F⁽¹⁾		5,879	D	$19.52	32,170	D
$.0001 par value common stock								2,984⁽²⁾	I	By 401(k)
$.0001 par value common stock								176	I	By spouse's 401(k)

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 option (right to buy)	$15.96	10/09/2023		A		30,000⁽³⁾		⁽³⁾	10/09/2029	common stock	30,000⁽³⁾	$0.00	30,000⁽³⁾	D
restricted stock unit	$0.00	11/17/2023		M			2,610	⁽⁴⁾	⁽⁵⁾	common stock	2,610	$0.00	0	D
restricted stock unit	$0.00	11/17/2023		M			5,013	⁽⁶⁾	⁽⁵⁾	common stock	5,013	$0.00	5,013	D
restricted stock unit	$0.00	11/17/2023		M			3,540	⁽⁷⁾	⁽⁵⁾	common stock	3,540	$0.00	7,080	D

Explanation of Responses:

1. This entry represents the number of shares of Viasat, Inc. common stock withheld by the Issuer to satisfy the tax withholding obligation of the Reporting Person. These shares were not sold by the Reporting Person but were instead offset from the total number of vested shares received by the Reporting Person from the Issuer.

2. Includes 232 shares of common stock the reporting person acquired under the Viasat 401(k)Plan, since the date of the reporting person's last ownership report.

3. The option becomes exercisable, if at all, based on both time-based vesting (in three increments equal to 33% of the total shares on each of the first three anniversary dates of the grant date) and performance-based vesting (if the average daily closing price of Viasat's common stock over any 45-day period during the three year period following the grant date exceeds certain stock price hurdles of $30.00 or above).

4. The original restricted stock unit grant was for 10,442 restricted stock units on 11/15/2019. Subject to the Reporting Person's election to defer the receipt of the common stock, the units vest and convert into shares of common stock (on a 1-for-1 basis) at the rate of 1/4 on the 13th month anniversary of the grant date; 1/4 on the second anniversary of the grant date; 1/4 on the third anniversary and 1/4 on the fourth anniversary of the grant date.

5. Until vested, the restricted stock unit shall be subject to forfeiture in the event of termination of employment or service with the Issuer.

6. The original restricted stock unit grant was for 20,053 restricted stock units on 11/17/2020. Subject to the Reporting Person's election to defer the receipt of the common stock, the units vest and convert into shares of common stock (on a 1-for-1 basis) at the rate of 1/4 on the 13th month anniversary of the grant date; 1/4 on the second anniversary of the grant date; 1/4 on the third anniversary and 1/4 on the fourth anniversary of the grant date.

7. The original restricted stock unit grant was for 14,160 restricted stock units on 11/17/2021. Subject to the Reporting Person's election to defer the receipt of common stock, the units vest and convert into shares of common stock of the Issuer over a four year period commencing on 12/17/2022 and ending on 11/17/2025.

Remarks:

	Stacy Nguyen, Attorney-in-Fact	11/21/2023
	** 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.
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