Amendment: SEC Form SCHEDULE 13D/A filed by ViaSat Inc.
$VSAT
Radio And Television Broadcasting And Communications Equipment
Technology
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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) |
Jeff Davis Chief Legal & Corporate Affairs Officer, 160 Front Street West, Suite 3200 Toronto, Ontario, Z4, M5J0G4 (416) 228-5900 (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
ONTARIO TEACHERS PENSION PLAN BOARD | ||||||||
| 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
ONTARIO, CANADA
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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
4,795,334.00 | ||||||||
| 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)
3.71 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is 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 filed with the Securities and Exchange Commission (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 and supplemented by Amendment No. 1 filed on August 14, 2024 (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 | |
| (c) | The Reporting Person's principal business is administering, investing and managing the pension funds of active and retired teachers in Ontario, Canada. The name, business address, present principal occupation and citizenship of each director and executive officer of the Reporting Person are set forth on Schedule A, respectively. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended to add the following:
Rule 144 Sale
On February 10, 2025, certain of 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 Person 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 Person's normal course evaluation of its investment. The Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expects to regularly review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other approvals, the Reporting Person 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, the Reporting Person directly holds 4,795,334 shares of Common Stock.
As a result of the Coordination Agreement previously described in Item 6, the Investor Sellers may be deemed to be members of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Such "group" would beneficially own an aggregate of 22,931,334 shares of Common Stock, representing 17.76% shares of Common Stock outstanding as of January 24, 2025, based on information provided by the Issuer. The securities reported herein by the Reporting Person do not include any Common Stock beneficially owned by the other parties to the Stockholders Agreement or the Coordination Agreement not included as Reporting Persons on this Statement (the "Other Shares" and "Other Parties," respectively). The Other Parties have been notified that they may need to file separate beneficial ownership reports with the SEC related to their 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 constitute an admission by the Reporting Person that it is the beneficial owner of any of Other Shares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (b) | The information set forth in Items 7-10 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 the Reporting Person and the Other Parties, the Reporting Person collectively sold 3,750,000 shares of Common Stock in the Block Sale for $9.00 per share. The Reporting Person has not otherwise transacted in the Issuer's securities within the prior 60 days. | |
| (e) | OTPP has ceased to be the beneficial owner of more than five percent of the Common Stock as of February 10, 2025, but remains a member of a group that collectively beneficially owns 17.76% of shares outstanding. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 4 and 5 of this Statement is herein incorporated to the Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Schedule A | ||
| 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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