Chairman and CEO Dankberg Mark D received a gift of 9,699 units of $.0001 par value common stock, converted options into 21,017 units of $.0001 par value common stock, covered exercise/tax liability with 11,318 units of $.0001 par value common stock and gifted 9,699 units of $.0001 par value common stock (SEC Form 4)
$VSAT
Radio And Television Broadcasting And Communications Equipment
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 |
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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). | |||||||||||||||||
| 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)
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2. Issuer Name and Ticker or Trading Symbol
VIASAT INC [ VSAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/17/2025 | M | 21,017 | A | $0 | 21,017 | D | |||
| $.0001 par value common stock | 11/17/2025 | F(1) | 11,318 | D | $33.36 | 9,699 | D | |||
| $.0001 par value common stock | 11/17/2025 | G(2) | 9,699 | D | $0 | 0 | D | |||
| $.0001 par value common stock | 11/17/2025 | G | 9,699 | A | $0 | 1,740,361 | I | By Trust | ||
| $.0001 par value common stock | 5,896 | I | By 401(k) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 11/17/2025 | M | 21,017 | (3) | (4) | common stock | 21,017 | $0 | 0 | D | ||||
| common stock option (right to buy) | $53.43 | 11/18/2025 | A(5) | 17,122 | (6) | 11/17/2027 | common stock | 17,122 | $0 | 17,122 | 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 Dankberg, an officer of Viasat, Inc. Upon vesting the shares were contributed to The Dankberg Family Trust. |
| 3. The original restricted stock unit grant was for 88,518 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 over a four year period commencing on 12/17/2022 and ending on 11/17/2025. |
| 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. On November 17, 2021 the reporting person was granted an award of performance-based stock options, which vested based upon the Issuer's total shareholder return ("TSR") relative to the TSRs of the Issuer's peer companies over a four-year performance period (the "Relative TSR"). On November 18, 2025, the Compensation and Human Resources Committee of the Issuer's Board of Directors certified the Issuer's Relative TSR performance, resulting in the vesting of this award. |
| 6. The stock option is fully vested and currently exercisable. |
| Stacy Nguyen, Attorney-in-Fact | 11/19/2025 | |
| ** 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. | ||