Sec Form 4 Filing - PEARL SUZANNE @ VIAD CORP - 2009-02-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person PEARL SUZANNE 2. Issuer Name and Ticker or Trading Symbol VIAD CORP [ VVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President-Human Resources (Last) (First) (Middle) 1850 N. CENTRAL AVE., SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2009 (Street) PHOENIX, AZ85004 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 02/23/2009 A( 1 ) 8,100 A $ 0 22,500 ( 2 ) D Common Stock 02/23/2009 A( 3 ) 11,300 A $ 0 33,800 D Common Stock 02/23/2009 F( 4 ) 1,601 D $ 15.355 32,199 D Common Stock 02/23/2009 G 3,533 D $ 0 28,666 D Common Stock 02/23/2009 G 3,533 A $ 0 15,406 I by Family Trust Common Stock 711.138 I by 401K Plan

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 Execu tion 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEARL SUZANNE 1850 N. CENTRAL AVE., SUITE 800 PHOENIX, AZ85004 Vice President-Human Resources Signatures By: Scott E. Sayre For: Suzanne Pearl 02/25/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock granted pursuant to 2007 Viad Corp Omnibus Incentive Plan. ( 2 )Shares are reduced by one share to reconcile the Company's records with Executive Officer's records. ( 3 )Performance-based restricted stock granted pursuant to 2007 Viad Corp Omnibus Incentive Plan. ( 4 )Shares were surrendered for taxes in connection with vesting of restricted stock granted February 22, 2006 and performance-based restricted stock granted February 25, 2008.

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.