UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
VIAD CORP
(Name of Issuer)
Common Stock, par value $1.50 per share
(Title of Class Securities)
92552R406
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13G
Item 1.
Item 2.
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(e)
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[ X
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(g)
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[ X
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(j)
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[
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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[
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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As of December 31, 2022, the Reporting Persons beneficially owned the shares of Common Stock referenced in Item 9 of the cover page pertaining to each Reporting Person and such
Item 9 disclosure is incorporated herein by reference.
The shares of Common Stock beneficially owned by the Reporting Persons are directly held by Blue Grotto Master Fund LP (the “Fund”), a private investment fund for which the
Investment Manager serves as investment manager, or a managed account (the “Managed Account”) for which the Investment Manager also serves as investment manager. Each of the Fund and its general partner, and the owner of the Managed Account, have
delegated all voting and investment power over the shares of Common Stock directly held by the Fund and the Managed Account, respectively, to the Investment Manager pursuant to investment management agreements.
(b) Percent of class:
Incorporated by reference to Item 11 of the cover page pertaining to each Reporting Person.
(c) Number of shares to which the person has:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
securities, check the following [ ].
The shares of Common Stock beneficially owned by the Reporting Persons are directly held by the Fund or the Managed Account, for which the Investment Manager serves as investment
manager of each.
Not applicable.
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 26, 2023
EXHIBIT INDEX
Exhibit Description
99.1 Joint Filing Agreement by and among the Reporting Persons
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this
Schedule 13G (including additional amendments thereto) with respect to the shares of common stock, par value $1.50 per share, of Viad Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that
each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others.
Date: January 26, 2023
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BLUE GROTTO CAPITAL, LLC
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By:
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/s/ Benjamin M. Gordon
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Name: Benjamin M. Gordon
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Title: Managing Member
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/s/ Benjamin M. Gordon
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BENJAMIN M. GORDON
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