Chief Executive Officer Ramot Daniel disposed of 6,760,236 shares, acquired 6,760,236 shares, disposed of 3,846,183 shares, sold $21,550,000 worth of shares (500,000 units at $43.10) and exercised 500,000 shares at a strike of $7.48, decreasing direct ownership by 26% to 2,414,053 units (SEC Form 4)
$VIA
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Via Transportation, Inc. [ VIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/11/2025 | M | 500,000 | A | $7.483 | 3,760,236 | D | |||
| Common Stock | 09/15/2025 | J(1) | 3,760,236 | D | (1) | 0 | D | |||
| Common Stock | 09/15/2025 | J(1) | 3,000,000 | D | (1) | 0 | I | See footnote(2) | ||
| Class A Common Stock | 09/15/2025 | J(1) | 3,760,236 | A | (1) | 3,760,236 | D | |||
| Class A Common Stock | 09/15/2025 | J(1) | 3,000,000 | A | (1) | 3,000,000 | I | See Footnote(2) | ||
| Class A Common Stock | 09/15/2025 | J(3) | 846,183 | D | (3) | 2,914,053(4)(5)(6) | D | |||
| Class A Common Stock | 09/15/2025 | J(3) | 3,000,000 | D | (3) | 0 | I | See Footnote(2) | ||
| Class A Common Stock | 09/15/2025 | S | 500,000 | D | $43.1 | 2,414,053 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $7.483 | 09/11/2025 | M | 500,000 | (7) | 09/09/2030 | Common Stock | 500,000 | $0 | 250,000 | D | ||||
| Stock Option (right to buy) | $8.099 | 09/15/2025 | J(3) | 100,000 | (7) | 06/18/2029 | Common Stock | 100,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $8.099 | 09/15/2025 | J(3) | 100,000 | (7) | 06/18/2029 | Class A Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Stock Option (right to buy) | $7.483 | 09/15/2025 | J(3) | 250,000 | (7) | 09/09/2030 | Common Stock | 250,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $7.483 | 09/15/2025 | J(3) | 250,000 | (7) | 09/09/2030 | Class A Common Stock(3) | 250,000 | $0 | 250,000 | D | ||||
| Stock Option (right to buy) | $15.71 | 09/15/2025 | J(3) | 750,000 | (8) | 02/18/2034 | Common Stock | 750,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $15.71 | 09/15/2025 | J(3) | 750,000 | (8) | 02/18/2034 | Class A Common Stock(3) | 750,000 | $0 | 750,000 | D | ||||
| Class B Common Stock | (9) | 09/15/2025 | J(3) | 846,183 | (9) | (9) | Class A Common Stock | 846,183 | $0 | 846,183 | D | ||||
| Class B Common Stock | (9) | 09/15/2025 | J(3) | 3,000,000 | (9) | (9) | Class A Common Stock | 3,000,000 | $0 | 3,000,000 | I | See Footnote(2) | |||
| Explanation of Responses: |
| 1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO Closing"). |
| 2. The shares are held by Green Spaces Grantor Retained Annuity Trust No. 1, for which the Reporting Person and an immediate family member serve as trustees. |
| 3. Following the reclassification of Common Stock into Class A Common Stock, all shares of Class A Common Stock held by the Reporting Person or Green Spaces Grantor Retained Annuity Trust No. 1 were exchanged at a 1:1 ratio for shares of Class B Common Stock in a transaction previously approved by the Issuer's board of directors. Each share of Class A Common Stock issued to the Reporting Person following the vesting and settlement of restricted stock units ("RSUs") held prior to the IPO Closing, or upon exercise of stock options held prior to the IPO Closing, may be exchanged at a 1:1 ratio for a share of Class B Common Stock at the election of the Reporting Person. |
| 4. Includes 362,108 RSUs, which vest over a three-year term, with one-third of the award vesting on September 11, 2026 and the remaining portion vesting in quarterly installments thereafter. Each RSU represents a contingent right to receive one share of Class A Common Stock. |
| 5. (1/2) Includes 2,051,945 performance-based restricted stock units ("PSUs"), which vest based on certain service-based and stock price-based vesting conditions, with the stock price-based vesting condition comprised of seven tranches that are eligible to vest based on the achievement of certain specified stock price targets. The performance period for each tranche began upon the IPO Closing and ends on the seventh anniversary of the IPO Closing. |
| 6. (2/2) As to any portion of the award that satisfies the stock price-based vesting condition, the service-based vesting condition will be satisfied in seven substantially equal installments on each of the first seven anniversaries of the IPO Closing, so long as the Reporting Person is in continuous service through each applicable vesting date as the Issuer's Chief Executive Officer or in certain other eligible positions as reasonably determined by the Compensation Committee of the Issuer's board of directors in its good faith discretion. Each PSU represents a contingent right to receive one share of Class A Common Stock. |
| 7. The shares underlying the stock option are fully vested and immediately exercisable. |
| 8. The stock option vests in 36 equal monthly installments beginning on May 1, 2023. |
| 9. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| Remarks: |
| /s/ Erin H. Abrams, as attorney-in-fact | 09/15/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||