Craig Andrew Miller Form 4 VIASAT / Craig Andrew Miller 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^*

Miller Craig Andrew

(Last) (First) (Middle)

6155 EL CAMINO REAL

(Street)

CARLSBAD CA 92009

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VIASAT INC [ VSAT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres. Global Space Networks

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2023

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
$.0001 par value common stock	11/17/2023		M		6,619	A	$0.00	15,839	D
$.0001 par value common stock	11/17/2023		F(1)		2,291	D	$19.52	13,548	D
$.0001 par value common stock								1,268	I	By 401(k)
$.0001 par value common stock								1,592	I	By spouse

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
employee stock option (right to buy)	$15.96	10/09/2023		A		50,000(2)		(2)	10/09/2029	common stock	50,000(2)	$0.00	50,000(2)	D
restricted stock unit	$0.00	11/17/2023		M			1,044	(3)	(4)	common stock	1,044	$0.00	0	D
restricted stock unit	$0.00	11/17/2023		M			1,814	(5)	(4)	common stock	1,814	$0.00	1,814	D
restricted stock unit	$0.00	11/17/2023		M			3,761	(6)	(4)	common stock	3,761	$0.00	7,522	D

Explanation of Responses:

1. This entry represents the number of shares of Viasat, Inc. common stock withheld by the Issuer to satisfy the tax withholding obligation of the Reporting Person. These shares were not sold by the Reporting Person but were instead offset from the total number of vested shares received by the Reporting Person from the Issuer.

2. The option becomes exercisable, if at all, based on both time-based vesting (in three increments equal to 33% of the total shares on each of the first three anniversary dates of the grant date) and performance-based vesting (if the average daily closing price of Viasat's common stock over any 45-day period during the three year period following the grant date exceeds certain stock price hurdles of $30.00 or above).

3. The original award was for 4,177 restricted stock units on 11/15/2019. Subject to the Reporting Person's continued employment with the Issuer, the units vest and convert into shares of common stock of the Issuer (on a 1-for-1 basis) in four (4) equal annual installments beginning on 11/17/2020.

4. Until vested, the restricted stock unit shall be subject to forfeiture in the event of termination of employment or service with the Issuer.

5. The original award was for 7,257 restricted stock units on 11/17/2020 Subject to the Reporting Person's continued employment with the Issuer, the units vest and convert into shares of common stock of the Issuer (on a 1-for-1 basis) in four (4) equal annual installments beginning on 11/17/2021.

6. The original restricted stock unit grant was for 15,045 restricted stock units on 11/17/2021. Subject to the Reporting Person's election to defer the receipt of common stock, the units vest and convert into shares of common stock of the Issuer over a four year period commencing on 12/17/2022 and ending on 11/17/2025.

Remarks:

	Stacy Nguyen, Attorney-in-Fact	11/21/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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