Sec Form 3 Filing - Rivkin Charles H @ Via Transportation, Inc. - 2025-09-11

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rivkin Charles H
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)
(Last) (First) (Middle)
C/O VIA TRANSPORTATION, INC., 114 5TH AVE, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2025
(Street)
NEW YORK, NY10011
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 7,677 ( 2 ) I See footnote ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 8.099 ( 4 ) 06/18/2029 Common Stock ( 1 ) 65,000 D
Stock Option (right to buy) $ 15.71 ( 5 ) 08/03/2033 Common Stock ( 1 ) 65,000 D
Series E Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 16,201 I See footnote ( 3 )
Series F Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 4,037 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rivkin Charles H
C/O VIA TRANSPORTATION, INC.
114 5TH AVE, 17TH FLOOR
NEW YORK, NY10011
X
Signatures
/s/ Erin H. Abrams, as attorney-in-fact 09/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock will be reclassified into one share of Class A Common Stock.
( 2 )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.
( 3 )The shares are held by Rivkin/Tolson 2000 Trust, for which the Reporting Person serves as trustee.
( 4 )The shares underlying the stock option are fully vested and immediately exercisable.
( 5 )The stock option has a vesting commencement date of April 12, 2023 and vests as follows: (a) 20,000 shares vest on April 12, 2024; then (b) 20,000 shares vest in equal monthly installments over the 12-month period following April 12, 2024; then (c) 15,000 shares vest in equal monthly installments over the following 12-month period; then (d) 10,000 shares vest in equal monthly installments over the following 12-month period, such that all of the shares subject to the stock option will be vested as of the fourth anniversary of April 12, 2023 (the vesting commencement date).
( 6 )Each share of Series E and F Preferred Stock will automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

Remarks:
Exhibit 24 - Power of Attorney

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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