Director Rivkin Charles H converted options into 20,238 shares, disposed of 27,915 shares and acquired 27,915 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Via Transportation, Inc. [ VIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 20,238 | A | (1) | 27,915 | I | See footnote(2) | ||
| Common Stock | 09/15/2025 | J(3) | 27,915 | D | (3) | 0 | I | See footnote(2) | ||
| Class A Common Stock | 09/15/2025 | J(3) | 27,915(4) | A | (3) | 27,915 | I | See footnote(2) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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) | $8.099 | 09/15/2025 | J(3) | 65,000 | (5) | 06/18/2029 | Common Stock | 65,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $8.099 | 09/15/2025 | J(3) | 65,000 | (5) | 06/18/2029 | Class A Common Stock | 65,000 | $0 | 65,000 | D | ||||
| Stock Option (right to buy) | $15.71 | 09/15/2025 | J(3) | 65,000 | (6) | 08/03/2033 | Common Stock | 65,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $15.71 | 09/15/2025 | J(3) | 65,000 | (6) | 08/03/2033 | Class A Common Stock | 65,000 | $0 | 65,000 | D | ||||
| Series E Preferred Stock | (1) | 09/15/2025 | C | 16,201 | (1) | (1) | Common Stock | 16,201 | $0 | 0 | I | See footnote(2) | |||
| Series F Preferred Stock | (1) | 09/15/2025 | C | 4,037 | (1) | (1) | Common Stock | 4,037 | $0 | 0 | I | See footnote(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 E and F Preferred Stock was automatically converted into Common Stock on a 1:1 basis. |
| 2. The shares are held by Rivkin/Tolson 2000 Trust, for which the Reporting Person serves as trustee. |
| 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. |
| 5. The shares underlying the stock option are fully vested and immediately exercisable. |
| 6. The stock option has a vesting commencement date of April 12, 2023 and vests as follows: (a) 20,000 shares vest on April 12, 2024; then (b) 20,000 shares vest in equal monthly installments over the 12-month period following April 12, 2024; then (c) 15,000 shares vest in equal monthly installments over the following 12-month period; then (d) 10,000 shares vest in equal monthly installments over the following 12-month period, such that all of the shares subject to the stock option will be vested as of the fourth anniversary of April 12, 2023 (the vesting commencement 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. | ||