Sec Form 4 Filing - Vanderhook Timothy @ Viant Technology Inc. - 2024-03-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Vanderhook Timothy
2. Issuer Name and Ticker or Trading Symbol
Viant Technology Inc. [ DSP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last) (First) (Middle)
C/O VIANT TECHNOLOGY INC., 2722 MICHELSON DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2024
(Street)
IRVINE, CA92612
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
Class A Common Stock 03/15/2024 A 194,384 ( 1 ) A $ 0 523,597 D
Class B Common Stock 5,833,774 D
Class B Common Stock 500,000 I By GRAT ( 2 )
Class B Common Stock 500,000 I By GRAT ( 3 )
Class B Common Stock 500,000 I By GRAT ( 4 )
Class B Common Stock 500,000 I By GRAT ( 5 )
Class B Common Stock 9,483,701 I By Capital V LLC ( 6 )
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
Non-qualified Stock Option (Right to Buy) $ 9.94 03/15/2024 A 96,363 ( 7 ) 03/15/2034 Class A Common Stock 96,363 $ 0 96,363 D
Class B Units ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 0 5,833,774 D
Class B Units ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 0 500,000 I By GRAT ( 2 )
Class B Units ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 0 500,000 I By GRAT ( 3 )
Class B Units ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 0 500,000 I By GRAT ( 4 )
Class B Units ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 0 500,000 I By GRAT ( 5 )
Class B Units ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 0 9,483,701 I By Capital V LLC ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vanderhook Timothy
C/O VIANT TECHNOLOGY INC.
2722 MICHELSON DRIVE, SUITE 100
IRVINE, CA92612
X CEO and Chairman
Signatures
/s/ Larry Madden, Attorney-in-Fact for Timothy Vanderhook 03/19/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of restricted stock units ("RSUs"). The award vests in quarterly installments over three (3) years, subject to the Reporting Person's continued service to the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
( 2 )Securities held by the Stella Vanderhook 2024 grantor retained annuity trust.
( 3 )Securities held by the Gray Vanderhook 2024 grantor retained annuity trust.
( 4 )Securities held by the Kingston Vanderhook 2024 grantor retained annuity trust.
( 5 )Securities held by the Eve Vanderhook 2024 grantor retained annuity trust.
( 6 )The Reporting Person holds a one-third interest in Capital V LLC. The Reporting Person may be deemed to have an indirect pecuniary interest in 9,483,701 shares of Class B Common Stock and 9,483,701 Class B Units held by Capital V LLC.
( 7 )The shares subject to the option have a three-year, quarterly vesting schedule, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.
( 8 )The Class B Units of Viant Technology LLC are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically cancelled.

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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