Sec Form 13G Filing - Vanderhook Timothy filing for Viant Technology Inc. (DSP) - 2023-02-14

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 disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  Timothy Vanderhook

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  7,833,774⁽¹⁾⁽³⁾

  SHARED VOTING POWER

  0⁽²⁾

  SOLE DISPOSITIVE POWER

  7,833,774⁽¹⁾⁽³⁾

  SHARED DISPOSITIVE POWER

  0⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  7,833,774^(1)(2)(3)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTI ONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  34.9% of Class A common stock (12.7% of outstanding common stock and voting power)⁽⁴⁾⁽⁵⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Represents shares of Class B common stock, par value $0.001 per share (“Class B common stock”), of Viant Technology Inc. (the “Issuer”) held directly by Mr. Vanderhook.

Does not account for shares of Class B common stock held directly by Four Brothers 2 LLC (“Four Brothers”). Mr. Vanderhook also holds a one-third interest in Four Brothers, representing an economic interest in an additional 9,483,701 shares of Class B common stock and 9,483,701 Class B Common Units of Viant Technology LLC (“Class B Units”). Voting and investment decisions by Four Brothers require approval of a majority-in-interest of the members of Four Brothers, and accordingly no individual has voting or investment control over the shares held by Four Brothers.

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Viant Technology LLC, dated as of February 9, 2021 (the “Viant Technology LLC Agreement”) and an exchange policy adopted by Viant Technology LLC, holders of Class B common stock may surrender Class B Units, along with an equivalent number of shares of Class B common stock, to the Issuer (the Managing Member of Viant Technology LLC) or Viant Technology LLC in exchange for an equivalent number of shares of the Issuer’s Class A common stock, par value $0.001 per share (“Class A common stock”) or, at the Issuer’s election, for cash. Each share of Class A common stock and Class B common stock is entitled to one vote.

Percent of Class A common stock is calculated based on a denominator of 22,477,542, consisting of (i) 14,643,798 shares of Class A common stock outstanding as of December 31, 2022 and (ii) an additional 7,833,744 shares of Class A common stock, which assumes the surrender of all shares of Class B common stock and Class B Units held by Mr. Vanderhook as of December 31, 2022 for an equivalent number of shares of Class A common stock pursuant to the Viant Technology LLC Agreement and Viant Technology LLC’s exchange policy, and deemed as outstanding Class A common stock for purposes of computing this percentage in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended.

Percent of outstanding common stock and voting power is calculated based on a denominator of 61,726,058, consisting of (i) 14,643,798 shares of Class A common stock and (ii) 47,082,260 shares of Class B common stock, in each case outstanding as of December 31, 2022.

Name of Issuer: Viant Technology Inc.

Address of Issuer’s Principal Executive Offices:

Name of Person Filing: Timothy Vanderhook

Address of Principal Business Office or, if None, Residence:

Citizenship: United States of America

Title of Class of Securities: Class A common stock, par value $0.001 per share

CUSIP Number: 92557A101

Not applicable.

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of a Group.

Certifications.