Director Nix William Peter acquired 766,286 shares, converted options into 760,852 shares and disposed of 766,286 shares (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 | 09/15/2025 | C | 135,728 | A | (1) | 135,728 | I | By Downeast Capital Management, LLC(2) | ||
| Common Stock | 09/15/2025 | C | 625,124 | A | (1) | 625,124 | I | By Millstein Technology Partners, LLC(2) | ||
| Common Stock | 09/15/2025 | J(3) | 5,434 | D | (3) | 0 | D | |||
| Common Stock | 09/15/2025 | J(3) | 135,728 | D | (3) | 0 | I | By Downeast Capital Management, LLC(2) | ||
| Common Stock | 09/15/2025 | J(3) | 625,124 | D | (3) | 0 | I | By Millstein Technology Partners, LLC(2) | ||
| Class A Common Stock | 09/15/2025 | J(3) | 5,434(4) | A | (3) | 5,434 | D | |||
| Class A Common Stock | 09/15/2025 | J(3) | 135,728 | A | (3) | 135,728 | I | By Downeast Capital Management, LLC(2) | ||
| Class A Common Stock | 09/15/2025 | J(3) | 625,124 | A | (3) | 625,124 | I | By Millstein Technology Partners, LLC(2) | ||
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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) | 09/15/2025 | C | 135,728 | (1) | (1) | Common Stock | 135,728 | $0 | 0 | I | By Downeast Capital Management, LLC(2) | |||
| Series A Preferred Stock | (1) | 09/15/2025 | C | 625,124 | (1) | (1) | Common Stock | 625,124 | $0 | 0 | I | By Millstein Technology Partners, LLC(2) | |||
| Explanation of Responses: |
| 1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO Closing"), each share of Series A Preferred Stock was automatically converted into Common Stock on a 1:1 basis. |
| 2. The Reporting Person is a managing member of Downeast Capital Management, LLC and a partner at Millstein Technology Partners, LLC, and exercises voting or investment power over the securities held by each entity. The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 3. Immediately prior to the IPO Closing, each share of Common Stock was automatically reclassified into one share of Class A Common Stock pursuant to a reclassification exempt under Rule 16b-7. |
| 4. Includes 5,434 restricted stock units ("RSUs"), which vest over a period of 15 months following the grant date of September 11, 2025, with 80% of the award vesting on the one-year anniversary of the grant date and the remaining portion vesting on the 15-month anniversary of the grant date. Each RSU represents a contingent right to receive one share of Class A Common Stock. |
| 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. | ||