Director Exor N.V. acquired 14,121,131 shares, converted options into 12,968,287 shares and disposed of 14,121,131 shares, increasing direct ownership by 1,025% to 12,968,287 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) 09/15/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock(1) | 09/15/2025 | J(3) | 1,152,844(1) | D | (3) | 0 | D | |||
| Class A Common Stock(1) | 09/15/2025 | J(3) | 1,152,844(1) | A | (3) | 1,152,844(4) | D | |||
| Common Stock(1) | 09/15/2025 | C(2) | 12,968,287(1) | A | (2) | 12,968,287 | D | |||
| Common Stock(1) | 09/15/2025 | J(3) | 12,968,287(1) | D | (3) | 0 | D | |||
| Class A Common Stock(1) | 09/15/2025 | J(3) | 12,968,287(1) | A | (3) | 12,968,287(4) | 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 | ||||||||
| Series A Preferred Stock(1)(2) | (2) | 09/15/2025 | C | 69,030 | (2) | (2) | Common Stock | 69,030 | $0 | 0 | D | ||||
| Series C Preferred Stock(1)(2) | (2) | 09/15/2025 | C | 340,277 | (2) | (2) | Common Stock | 340,277 | $0 | 0 | D | ||||
| Series D Preferred Stock(1)(2) | (2) | 09/15/2025 | C | 3,300,339 | (2) | (2) | Common Stock | 3,300,339 | $0 | 0 | D | ||||
| Series E Preferred Stock(1)(2) | (2) | 09/15/2025 | C | 7,729,654 | (2) | (2) | Common Stock | 7,729,654 | $0 | 0 | D | ||||
| Series F Preferred Stock(1)(2) | (2) | 09/15/2025 | C | 650,015 | (2) | (2) | Common Stock | 650,015 | $0 | 0 | D | ||||
| Series G Preferred Stock(1)(2) | (2) | 09/15/2025 | C | 439,486 | (2) | (2) | Common Stock | 439,486 | $0 | 0 | D | ||||
| Series G-1 Preferred Stock(1)(2) | (2) | 09/15/2025 | C | 439,486 | (2) | (2) | Common Stock | 439,486 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported shares of Class A Common Stock, Common Stock and Preferred Stock are or were, as applicable, held directly by Exor N.V., which in turn is controlled by Giovanni Agnelli B.V., which is or was, as applicable, an indirect beneficial owner of the reported shares of Class A Common Stock, Common Stock and Preferred Stock. |
| 2. The Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series G-1 Preferred Stock automatically converted into shares of Common Stock of the Issuer at a ratio of 1-for-1 immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. The securities had no expiration date. |
| 3. 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. |
| 4. Following completion of the transactions reported on this Form 4, the Reporting Persons beneficially own 14,121,131 shares of Class A Common Stock in the aggregate. |
| Remarks: |
| Solely for purposes of Section 16 of the Exchange Act, Exor N.V. may be deemed a director by deputization by virtue of its contractual right to appoint a director to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4. |
| Exor N.V., by: /s/ Guido de Boer | 09/16/2025 | |
| Giovanni Agnelli B.V., by: /s/ Guido de Boer | 09/16/2025 | |
| ** 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. | ||