Amendment: SEC Form SCHEDULE 13D/A filed by Viant Technology Inc.
$DSP
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Viant Technology Inc. (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
92557A101 (CUSIP Number) |
Larry Madden 2722 Michelson Drive, Suite 100 Irvine, CA, 92612 9498618888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/15/2025 (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. | 92557A101 |
| 1 |
Name of reporting person
Larry Madden | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,114,384.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Viant Technology Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2722 Michelson Drive, Suite 100, Irvine,
CALIFORNIA
, 92612. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on June 12, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.001 per share (the "Class A Common Stock"), of Viant Technology Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
10b5-1 Trading Plan - December 2025
On December 15, 2025, the Reporting Person entered into a new trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "December 2025 10b5-1 Trading Plan"). Pursuant to the December 2025 10b5-1 Trading Plan, the Broker agreed to make periodic sales of up to an aggregate of 200,000 shares of Class A Common Stock on behalf of the Reporting Person through August 31, 2026, less any and all additional shares sold pursuant to the previously disclosed June 2025 10b5-1 Trading Plan. The amount and timing of sales, if any, pursuant to the December 2025 10b5-1 Trading Plan will be determined based on the terms of the December 2025 10b5-1 Trading Plan, market conditions, share price and other factors.
This description of the December 2025 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the December 2025 10b5-1 Trading Plan, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person may be deemed to beneficially own 1,114,384 shares of Class A Common Stock, which consists of (i) 194,940 shares of Class A Common Stock held of record by the Reporting Person, (ii) 445,088 shares of Class A Common Stock underlying stock options that are exercisable or will become exercisable within 60 days of the date hereof and (iii) 474,356 shares of Class A Common Stock underlying Class B Units that are currently convertible on a one-to-one basis.
Based upon 16,678,890 shares of Class A Common Stock outstanding as of November 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025, the Reporting Person may be deemed to beneficially own 6.33% of the Class A Common Stock. The ownership information assumes (i) the redemption of the Class B Units indirectly held by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-to-one basis, (ii) the exercise of stock options held of record by the Reporting Person that are currently exercisable or will become exercisable within 60 days of the date hereof and (iii) the vesting of RSUs held by the Reporting Person, if any, within 60 days of the date hereof. | |
| (b) | Sole power to vote or direct the vote: 1,114,384
Shared power to vote: 0
Sole power to dispose or direct the disposition of: 1,114,384
Shared power to dispose or direct the disposition of: 0 | |
| (c) | On December 17, 2025, the Issuer sold, on the Reporting Person's behalf, 13,477 shares of Class A Common Stock in an open-market transaction for $11.704 per share to cover withholding tax associated with the vesting and settlement of the Reporting Person's RSUs. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 4 above summarizes certain provisions of the December 2025 10b5-1 Trading Plan and is incorporated herein by reference. A copy of the December 2025 10b5-1 Trading Plan is attached as an exhibit to this Schedule 13D, and is incorporated by reference herein.
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 4: 10b5-1 Trading Plan, dated December 15, 2025. | ||
| 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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