Viasat (VSAT) Form 4 VIASAT / MARK J 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 MARK J

(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)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2018

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	11/17/2018		M		3,333	A	$0.00	3,333	D
$.0001 par value common stock	11/19/2018		F(1)		1,755	D	$69.05	1,578	D
$.0001 par vlalue common stock	11/19/2018		G(2)		1,578	D	$0.00	0	D
$.0001 par value common stock	11/19/2018		G		1,578	A	$0.00	307,242(3)	I	By Trust
$.0001 par value common stock								1,778(4)	I	By 401(k)

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
restricted stock unit	$0.00	11/17/2018		M			3,333	(5)	(6)	common stock	3,333	$0.00	6,666	D
restricted stock unit	(7)	11/19/2018		A		8,333		(8)	(6)	common stock	8,333	$0.00	8,333	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 restricted stock unit was granted to Mark Miller, an officer of Viasat, Inc. Upon vesting the shares were contributed to The Miller Family Trust.

3. Include 223 shares purchased under the Viasat Employeee Stock Purchase Plan on June 29, 2018.

4. Includes 193 shares of common stock the reporting person acquired under the Viasat 401(k)Plan, since the date of the reporting person's last ownership report.

5. The original deferred restricted stock unit grant was for 13,333 restricted stock units on 11/17/2016. Subject to the reporting person's continued employment with the Issuer, the units vest and convert into shares of common stock (on a 1 for 1 basis) at a rate of 1/4 on the 13th month anniversary of the grant date; 1/4 on the second anniversary of the grant date; 1/4 on the third anniversary and 1/4 on the forth anniversary of the grant date.

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

7. Each restricted stock unit represents a contingent right to receive one share of Viasat, Inc. common stock.

8. 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 at a rate of 1/4 on the 13th month anniversary of the grant date; 1/4th on the second anniversary of the grant date; 1/4th on the third anniversary of the grant date and 1/4 on the fourth anniversary of the grant date.

Remarks:

	Kathleen K. Hollenbeck, under power of attorney	11/20/2018
	** 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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