Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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VIASAT INC (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92552V100 (CUSIP Number) |
Patrice Walch-Watson One Queen Street East, Suite 2500, Toronto, Ontario, Z4, M5C 2W5 416-868-4075 Canada Pension Plan Investment One Queen Street East, Suite 2500, Toronto, Ontario, Z4, M5C 2W5 416-868-4075 CPP Investment Board PHI (4) One Queen Street East, Suite 2500, Toronto, Ontario, Z4, M5C 2W5 416-868-4075 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 13D
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| CUSIP No. | 92552V100 |
| 1 |
Name of reporting person
CPP Investment Board Private Holdings (4) Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,795,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Calculated based on 129,119,989 shares of Common Stock outstanding as of January 24, 2025, as disclosed by Viasat, Inc. (the "Issuer") in its Quarterly Report on Form 10-Q (the "Form 10-Q") filed with the Securities and Exchange Commission (the "SEC") on February 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 92552V100 |
| 1 |
Name of reporting person
Canada Pension Plan Investment Board | ||||||||
| 2 | Check the appropriate box if a member of a Group (See I
nstructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,795,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 129,119,989 shares of Common Stock outstanding as of January 24, 2025, as disclosed by the Issuer in its Form 10-Q filed with the SEC on February 10, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
VIASAT INC | |
| (c) | Address of Issuer's Principal Executive Offices:
6155 El Camino Real, Carlsbad,
CALIFORNIA
, 92009. | |
Item 1 Comment:
This Amendment No. 2 (this "Statement") amends and supplements the Schedule 13D, originally filed on June 9, 2023, as amended (the "Schedule 13D") relating to the Common Stock of the Issuer. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto. | |
| (b) | Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto. | |
| (c) | Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto. | |
| (f) | Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto. | |
| Item 4. | Purpose of Transaction | |
Rule 144 SaleOn February 10, 2025, the Investor Sellers sold an aggregate of 11,250,000 shares of Common Stock in an unregistered block sale transaction pursuant to Rule 144 under the Securities Act of 1933, as amended, at a net price per share of $9.00 (the "Block Sale"). The Reporting Persons sold an aggregate of 3,750,000 shares of Common Stock pursuant to the Block Sale.The Block Sale was consummated as part of the Reporting Persons' normal course evaluation of their investment. The Reporting Persons intend to monitor and evaluate their investment on an ongoing basis and expect to regularly review and consider alternative ways of maximizing their return on such investment. Subject to market conditions, valuations, regulatory approvals and any other approvals, the Reporting Persons may acquire additional securities of the Issuer or dispose of any or all securities of the Issuer in open market transactions, privately negotiated transactions or otherwise. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses to Item 11 and Item 13 on each of the cover pages of this Statement are incorporated herein by reference.After giving effect to closing of the Block Sale, CPPIB-PH(4)I directly holds 4,795,334 shares ofCommon Stock. CPPIB-PH(4)I is a wholly-owned subsidiary of CPPIB, thus CPPIB is an indirectbeneficial owner of such Common Stock owned by CPPIB-PH(4)I.As a result of the Stockholders Agreement and the Coordination Agreement described in Item 6,the Investor Sellers may be deemed to be members of a "group" within the meaning of Section13(d)(3) of the Exchange Act. Such "group" would beneficially own an aggregate of 22,931,334shares of Common Stock, representing 17.76% shares of Common Stock outstanding as ofJanuary 24, 2025, based on information provided by the Issuer. The securities reported herein bythe Reporting Persons do not include any Common Stock beneficially owned by the other parties tothe Stockholders Agreement or the Coordination Agreement not included as Reporting Persons onthis Statement (the "Other Shares" and "Other Parties," respectively). The Other Parties have beennotified that they may need to file separate beneficial ownership reports with the SEC related totheir beneficial ownership of the Other Shares and membership in the "group" described herein.Neither the filing of this Statement nor any of its contents, however, shall be deemed to constitutean admission by the Reporting Persons that any of them is the beneficial owner of any of OtherShares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficialownership is expressly disclaimed. | |
| (b) | The information set forth in Items 7-10 on each of the cover pages of this Statement are incorporated by reference into this Item 5(b). | |
| (c) | The information set forth in Item 4 above is incorporated by reference into this Item 5(c).Pursuant to the Block Sale and the Coordination Agreement among CPPIB-PH(4)I, the ReportingPersons and Other Parties, the Reporting Persons collectively sold 3,750,000 shares of CommonStock in the Block Sale for $9.00 per share. The Reporting Persons have not otherwise transactedin the Issuer's securities within the prior 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 5 of this Statement is herein incorporated to the Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit F: Power of Attorney for Canada Pension Plan Investment Board | ||
| 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.
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Comments accompanying signature:
Exhibit F: Power of Attorney for Canada Pension Plan Investment Board |