Chief Operating Officer Vanderhook Christopher sold $85,426 worth of shares (8,782 units at $9.73), converted options into 313,926 shares, returned 313,926 units of Class B Common Stock to the company and returned $3,000,002 worth of shares to the company (313,926 units at $9.56), decreasing direct ownership by 2% to 356,284 units (SEC Form 4)
$DSP
Computer Software: Programming Data Processing
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
Viant Technology Inc. [ DSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 09/15/2025 | S(1) | 8,782 | D | $9.7274 | 356,284(2) | D | |||
| Class A Common Stock | 09/16/2025 | M(3) | 313,926 | A | $0(3) | 313,926 | I | By Capital V LLC(4) | ||
| Class B Common Stock | 09/16/2025 | D(5) | 313,926 | D | $0(5) | 9,169,775 | I | By Capital V LLC(4) | ||
| Class A Common Stock | 09/17/2025 | D(6) | 313,926 | D | $9.5564 | 0 | I | By Capital V LLC(4) | ||
| Class B Common Stock | 6,626,214 | D | ||||||||
| Class B Common Stock | 301,890(7) | I | By GRAT(8) | |||||||
| Class B Common Stock | 301,890(7) | I | By GRAT(9) | |||||||
| Class B Common Stock | 301,890(7) | I | By GRAT(10) | |||||||
| Class B Common Stock | 301,890(7) | I | By GRAT(11) | |||||||
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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 | ||||||||
| Class B Units | (3) | 09/16/2025 | M(3) | 313,926 | (3) | (3) | Class A Common Stock | 313,926 | $0 | 9,169,775 | I | By Capital V LLC(4) | |||
| Class B Units | (3) | (3) | (3) | Class A Common Stock | 0 | 6,626,214 | D | ||||||||
| Class B Units | (3) | (3) | (3) | Class A Common Stock | 0 | 301,890(12) | I | By GRAT(8) | |||||||
| Class B Units | (3) | (3) | (3) | Class A Common Stock | 0 | 301,890(12) | I | By GRAT(9) | |||||||
| Class B Units | (3) | (3) | (3) | Class A Common Stock | 0 | 301,890(12) | I | By GRAT(10) | |||||||
| Class B Units | (3) | (3) | (3) | Class A Common Stock | 0 | 301,890(12) | I | By GRAT(11) | |||||||
| Explanation of Responses: |
| 1. Shares were sold in a transaction instituted by the Issuer on the Reporting Person's behalf to cover estimated taxes associated with the vesting and settlement of restricted stock units. |
| 2. On December 20, 2024, the Reporting Person filed a Form 4, which inadvertently reported a gift of 31,556 shares of the Issuer's Class A common stock when the actual number of shares gifted was 31,566. The total number of shares of Class A common stock held by the Reporting Person has been corrected herein accordingly. |
| 3. The Class B Units of Viant Technology LLC ("Class B Units") are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be automatically cancelled. |
| 4. The Reporting Person holds a one-third interest in Capital V LLC and may therefore be deemed to have an indirect pecuniary interest in one-third of Capital V LLC's total holdings. |
| 5. Reflects the cancellation for no consideration of a number of shares of Class B common stock of the Issuer in connection with the redemption by the Reporting Person of an equal number of Class B Units for Class A common stock. |
| 6. Pursuant to the Unit Exchange and Purchase Agreement dated September 15, 2025, the Issuer has purchased an aggregate of 941,777 shares of Class A common stock from Capital V LLC for an aggregate price of approximately $9,000,000. The Reporting Person sold such shares to the Issuer in connection with tax planning. |
| 7. The change in the number of shares held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings. |
| 8. Securities held by the Carter Vanderhook 2024 grantor retained annuity trust. |
| 9. Securities held by the Hayden Vanderhook 2024 grantor retained annuity trust. |
| 10. Securities held by the Clay Vanderhook 2024 grantor retained annuity trust. |
| 11. Securities held by the Colbie Vanderhook 2024 grantor retained annuity trust. |
| 12. The change in the number of Class B Units held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings. |
| Remarks: |
| /s/ Larry Madden, Attorney-in-Fact for Christopher Vanderhook | 09/17/2025 | |
| ** 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. | ||