Viant Technology (DSP) Form 4 Viant Technology / Timothy Vanderhook ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Vanderhook Timothy

(Last) (First) (Middle)

C/O VIANT TECHNOLOGY INC.

2722 MICHELSON DRIVE, SUITE 100

(Street)

IRVINE CA 92612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Viant Technology Inc. [ DSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Class A Common Stock	02/10/2021		M		250,625(1)	A	$0.00	250,625	D
Class A Common Stock	02/10/2021		S		250,625(2)	D	$25	0	D
Class A Common Stock	02/10/2021		M		303,411(1)	A	$0.00	303,411	I	By Four Brothers 2 LLC
Class A Common Stock	02/10/2021		S		303,411(3)	D	$25	0	I	By Four Brothers 2 LLC
Class B Common Stock								7,833,774	D
Class B Common Stock								9,483,701(4)	I	By Four Brothers 2 LLC

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
Class B Units	$0.00	02/10/2021		M			250,625	(5)	(5)	Class A Common Stock	250,625	$0.00	7,833,774	D
Class B Units	$0.00	02/10/2021		M			303,411	(5)	(5)	Class A Common Stock	303,411	$0.00	9,483,701(4)	I	By Four Brothers 2 LLC

Explanation of Responses:

1. Reflects the exchange of Class B Units into shares of Class A Common Stock of the Issuer. Upon the exchange, the corresponding shares of Class B Common Stock were automatically cancelled.

2. In connection with the Issuer's initial public offering, the Reporting Person sold 250,625 shares of Class A Common Stock to the underwriters.

3. In connection with the Issuer's initial public offering, 303,411 shares of Class A Common Stock beneficially owned by the Reporting Person were sold to the underwriters.

4. The Reporting Person holds a one-third interest in Four Brothers 2 LLC. While no individual has voting or investment control over the shares of Class B Common Stock or Class B Units held by Four Brothers 2 LLC, the Reporting Person may be deemed to have an indirect pecuniary interest in 9,483,701 shares of Class B Common Stock and 9,483,701 Class B Units held by Four Brothers 2 LLC.

5. The Class B Units of Viant Technology LLC 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.

Remarks:

	/s/ Larry Madden, Attorney-in-Fact for Timothy Vanderhook	02/12/2021
	** 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).
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