Viasat (VSAT) Form 4 VIASAT / LUXTOPHOLDING SARL TRITON 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^*

TRITON LUXTOPHOLDING SARL

(Last) (First) (Middle)

1-3 BOULEVARD DE LA FOIRE

(Street)

LUXEMBOURG N4 L-1528

(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
	Officer (give title below)	X	Other (specify below)
See remarks.

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2025

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

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

	Form filed by One Reporting Person
X	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
Common Stock	02/10/2025		S		3,750,000	D	$9(1)	4,795,334	D(2)(3)(4)

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

1. Name and Address of Reporting Person^*

TRITON LUXTOPHOLDING SARL

(Last) (First) (Middle)

1-3 BOULEVARD DE LA FOIRE

(Street)

LUXEMBOURG N4 L-1528

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

APAX IX GP CO. Ltd

(Last) (First) (Middle)

THIRD FLOOR, ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

(Street)

ST. PETER PORT Y7 GY1 2HJ

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock of Viasat, Inc. (the "Issuer"), par value $0.0001 per share (the "Common Stock"), were sold in a block sale at a per share price of $9.00.

2. Reflects Common Stock directly held by Triton LuxTopHolding SARL ("Triton LuxTop"). The shareholders of Triton LuxTop are Triton Lux EquityCo SARL and Connect Syndication L.P. Apax IX GP Co. Limited ("Apax IX"), in its capacity as ultimate general partner of the Apax IX Fund (as defined herein), is the sole shareholder of Triton Lux EquityCo SARL. Apax IX is also the sole shareholder of Connect Syndication GP Co. Limited, the General Partner of Connect Syndication L.P.

3. Apax IX is the investment manager of each of Apax IX EUR L.P., Apax IX EUR Co-Investment L.P., Apax IX USD L.P. and Apax IX USD Co-Investment L.P. (together the "Apax IX Fund") and is controlled by a board of directors consisting of Elizabeth Burne, Simon Cresswell, Andrew Guille, Martin Halusa, Paul Meader and Jeremy Latham.

4. Each of the Reporting Persons, the Apax IX Fund and the foregoing board members disclaim their beneficial ownership of such shares of Common Stock except to the extent of a pecuniary interest held therein.

Remarks:

Triton LuxTop is party to a Stockholders Agreement with the Issuer and certain stockholders of the Issuer, and a Coordination Agreement with certain stockholders of the Issuer. As a result of such agreements, the Reporting Persons may be deemed to be a member of a "group" as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with certain other stockholders. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer owned by any member of such group, other than the securities reported in Table 1 of this Form 4.

	Triton LuxTopHolding SARL, By: /s/ Maxime Donneau, Name: Maxime Donneau, Title: Class A Manager, By: /s/ Gonzague de Lhoneux, Name: Gonzague de Lhoneux, Title: Class B Manager	02/12/2025
	Apax IX GP Co. Limited, By: /s/ Simon Cresswell, Name: Simon Cresswell, Title: Director	02/12/2025
	** 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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