SEC FORM 4

SEC FORM 4 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).

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^*

Dinur Arnon

(Last)

(First)

(Middle)

C/O VIA TRANSPORTATION, INC.

114 5TH AVE, 17TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Via Transportation, Inc. [ VIA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2025		C		659,229	A	⁽¹⁾	815,479	I	By 83North VII LP⁽²⁾⁽³⁾
Common Stock	09/15/2025		C		4,323,258	A	⁽¹⁾	4,368,121	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Common Stock	09/15/2025		C		484,076	A	⁽¹⁾	573,801	I	By 83North FXV III Limited Partnership⁽²⁾⁽³⁾
Common Stock	09/15/2025		C		485,756	A	⁽¹⁾	485,756	I	By 83North FXV Limited Partnership⁽²⁾⁽³⁾
Common Stock	09/15/2025		J⁽⁴⁾		5,434	D	⁽⁴⁾	0	D
Common Stock	09/15/2025		J⁽⁴⁾		815,479	D	⁽⁴⁾	0	I	By 83North VII LP⁽²⁾⁽³⁾
Common Stock	09/15/2025		J⁽⁴⁾		4,368,121	D	⁽⁴⁾	0	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Common Stock	09/15/2025		J⁽⁴⁾		573,801	D	⁽⁴⁾	0	I	By 83North FXV III Limited Partnership⁽²⁾⁽³⁾
Common Stock	09/15/2025		J⁽⁴⁾		485,756	D	⁽⁴⁾	0	I	By 83North FXV Limited Partnership⁽²⁾⁽³⁾
Class A Common Stock	09/15/2025		J⁽⁴⁾		5,434⁽⁵⁾	A	⁽⁴⁾	5,434	D
Class A Common Stock	09/15/2025		J⁽⁴⁾		815,479	A	⁽⁴⁾	815,479	I	By 83North VII LP⁽²⁾⁽³⁾
Class A Common Stock	09/15/2025		J⁽⁴⁾		4,368,121	A	⁽⁴⁾	4,368,121	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Class A Common Stock	09/15/2025		J⁽⁴⁾		573,801	A	⁽⁴⁾	573,801	I	By 83North FXV III Limited Partnership⁽²⁾⁽³⁾
Class A Common Stock	09/15/2025		J⁽⁴⁾		485,756	A	⁽⁴⁾	485,756	I	By 83North FXV Limited Partnership⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	09/15/2025		C			3,038,251	⁽¹⁾	⁽¹⁾	Common Stock	3,038,251	$0	0	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	09/15/2025		C			911,435	⁽¹⁾	⁽¹⁾	Common Stock	911,435	$0	0	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	09/15/2025		C			114,975	⁽¹⁾	⁽¹⁾	Common Stock	114,975	$0	0	I	By 83North FXV III Limited Partnership⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	09/15/2025		C			32,647	⁽¹⁾	⁽¹⁾	Common Stock	32,647	$0	0	I	By 83North FXV III Limited Partnership⁽²⁾
Series D Preferred Stock	⁽¹⁾	09/15/2025		C			171,536	⁽¹⁾	⁽¹⁾	Common Stock	171,536	$0	0	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	09/15/2025		C			284,980	⁽¹⁾	⁽¹⁾	Common Stock	284,980	$0	0	I	By 83North FXV III Limited Partnership⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	09/15/2025		C			2,477	⁽¹⁾	⁽¹⁾	Common Stock	2,477	$0	0	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	09/15/2025		C			4,956	⁽¹⁾	⁽¹⁾	Common Stock	4,956	$0	0	I	By 83North FXV III Limited Partnership⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	09/15/2025		C			485,756	⁽¹⁾	⁽¹⁾	Common Stock	485,756	$0	0	I	By 83North FXV Limited Partnership⁽²⁾⁽³⁾
Series F Preferred Stock	⁽¹⁾	09/15/2025		C			80,747	⁽¹⁾	⁽¹⁾	Common Stock	80,747	$0	0	I	By 83North II Limited Partnership⁽²⁾⁽³⁾
Series F Preferred Stock	⁽¹⁾	09/15/2025		C			161,493	⁽¹⁾	⁽¹⁾	Common Stock	161,493	$0	0	I	By 83North FXV III Limited Partnership⁽²⁾⁽³⁾
Series G-1 Preferred Stock	⁽¹⁾	09/15/2025		C			659,229	⁽¹⁾	⁽¹⁾	Common Stock	659,229	$0	0	I	By 83North VII LP⁽²⁾⁽³⁾
Series G-1 Preferred Stock	⁽¹⁾	09/15/2025		C			3,837	⁽¹⁾	⁽¹⁾	Common Stock	3,837	$0	0	I	By 83North II Limited Partnership⁽²⁾⁽³⁾

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO Closing"), each share of Series A, B, C, D, E, F and G-1 Preferred Stock was automatically converted into Common Stock on a 1:1 basis.

2. Immediately prior to the IPO Closing, each share of Common Stock was automatically reclassified into one share of Class A Common Stock pursuant to a reclassification exempt under Rule 16b-7.

3. Each of 83North II Manager, Ltd. ("83North II Manager"), the ultimate general partner of 83North II Limited Partnership ("83North II"), and 83North II G.P., L.P., the general partner of 83North II, have combined voting and investment power over the shares held by 83North II. Each of 83North 2019 Manager, Ltd., the ultimate general partner of 83North FXV Limited Partnership ("83North FXV"), and 83North 2019 G.P. L.P., the general partner of 83North FXV, have combined voting and investment power over the shares held by 83North FXV. Each of 83North FXV Manager, Ltd. ("83North FXV Manager"), the ultimate general partner of 83North VII LP ("83North VII") and 83North FXV III Limited Partnership ("83North FXV III"), and 83North FXV III G.P. L.P., the general partner of 83North FXV III and 83North VII, have combined voting and investment power over the shares held by 83North FXV III and 83North VII. (cont'd in Footnote 4)

4. (cont'd from Footnote 3) The Reporting Person is the Partner of each of the foregoing entities and exercises voting and investment power over the securities held by each of the foregoing entities. The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

5. Includes 5,434 restricted stock units ("RSUs"), which vest over a period of 15 months following the grant date of September 11, 2025, with 80% of the award vesting on the one-year anniversary of the grant date and the remaining portion vesting on the 15-month anniversary of the grant date. Each RSU represents a contingent right to receive one share of Class A Common Stock.

Remarks:

	/s/ Erin H. Abrams, as attorney-in-fact	09/15/2025
	** 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.

Director Dinur Arnon converted options into 5,952,319 shares, disposed of 6,248,591 shares and acquired 6,248,591 shares (SEC Form 4)