VIA Transportation Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 19:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Peres Nechemia Jacob
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 (Month/Day/Year)
09/15/2025
(Street)
NEW YORK, NY 10011
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 09/15/2025 C 680,928 A (1) 684,119 I By Pitango Continuation Fund 2021, LP(2)
Common Stock 09/15/2025 C 1,907,872 A (1) 1,922,518 I By Pitango Growth Fund I, L.P.(2)
Common Stock 09/15/2025 C 321,570 A (1) 347,864 I By Pitango Growth Fund II, L.P.(2)
Common Stock 09/15/2025 C 38,293 A (1) 38,587 I By Pitango Growth Principals Fund I, L.P.(2)
Common Stock 09/15/2025 C 7,620 A (1) 8,243 I By Pitango Growth Principals Fund II, L.P.(2)
Common Stock 09/15/2025 C 6,878 A (1) 6,911 I By Pitango Principals Continuation Fund 2021, LP.(2)
Common Stock 09/15/2025 C 2,169,549 A (1) 2,179,714 I By Pitango Venture Capital Fund VI, L.P.(2)
Common Stock 09/15/2025 C 279,491 A (1) 280,800 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Common Stock 09/15/2025 C 51,764 A (1) 52,006 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 5,434 D (3) 0 D
Common Stock 09/15/2025 J(3) 684,119 D (3) 0 I By Pitango Continuation Fund 2021, LP(2)
Common Stock 09/15/2025 J(3) 1,922,518 D (3) 0 I By Pitango Growth Fund I, L.P.(2)
Common Stock 09/15/2025 J(3) 347,864 D (3) 0 I By Pitango Growth Fund II, L.P.(2)
Common Stock 09/15/2025 J(3) 38,587 D (3) 0 I By Pitango Growth Principals Fund I, L.P.(2)
Common Stock 09/15/2025 J(3) 8,243 D (3) 0 I By Pitango Growth Principals Fund II, L.P.(2)
Common Stock 09/15/2025 J(3) 6,911 D (3) 0 I By Pitango Principals Continuation Fund 2021, LP.(2)
Common Stock 09/15/2025 J(3) 2,179,714 D (3) 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Common Stock 09/15/2025 J(3) 280,800 D (3) 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Common Stock 09/15/2025 J(3) 52,006 D (3) 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 5,434(4) A (3) 5,434 D
Class A Common Stock 09/15/2025 J(3) 684,119 A (3) 684,119 I By Pitango Continuation Fund 2021, LP(2)
Class A Common Stock 09/15/2025 J(3) 1,922,518 A (3) 1,922,518 I By Pitango Growth Fund I, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 347,864 A (3) 347,864 I By Pitango Growth Fund II, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 38,587 A (3) 38,587 I By Pitango Growth Principals Fund I, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 8,243 A (3) 8,243 I By Pitango Growth Principals Fund II, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 6,911 A (3) 6,911 I By Pitango Principals Continuation Fund 2021, LP(2)
Class A Common Stock 09/15/2025 J(3) 2,179,714 A (3) 2,179,714 I By Pitango Venture Capital Fund VI, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 280,800 A (3) 280,800 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Class A Common Stock 09/15/2025 J(3) 52,006 A (3) 52,006 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Series B Preferred Stock (1) 09/15/2025 C 1,782,913 (1) (1) Common Stock 1,782,913 $ 0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series B Preferred Stock (1) 09/15/2025 C 559,580 (1) (1) Common Stock 559,580 $ 0 0 I By Pitango Continuation Fund 2021, LP(2)
Series B Preferred Stock (1) 09/15/2025 C 5,653 (1) (1) Common Stock 5,653 $ 0 0 I By Pitango Principals Continuation Fund 2021, LP(2)
Series B Preferred Stock (1) 09/15/2025 C 229,685 (1) (1) Common Stock 229,685 $ 0 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Series B Preferred Stock (1) 09/15/2025 C 42,538 (1) (1) Common Stock 42,538 $ 0 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 234,873 (1) (1) Common Stock 234,873 $ 0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 73,717 (1) (1) Common Stock 73,717 $ 0 0 I By Pitango Continuation Fund 2021, LP(2)
Series C Preferred Stock (1) 09/15/2025 C 744 (1) (1) Common Stock 744 $ 0 0 I By Pitango Principals Continuation Fund 2021, LP(2)
Series C Preferred Stock (1) 09/15/2025 C 1,370,024 (1) (1) Common Stock 1,370,024 $ 0 0 I By Pitango Growth Fund I, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 30,257 (1) (1) Common Stock 30,257 $ 0 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 5,605 (1) (1) Common Stock 5,605 $ 0 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 27,499 (1) (1) Common Stock 27,499 $ 0 0 I By Pitango Growth Principals Fund I, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 529 (1) (1) Common Stock 529 $ 0 0 I By Pitango Growth Principals Fund II, L.P.(2)
Series C Preferred Stock (1) 09/15/2025 C 22,324 (1) (1) Common Stock 22,324 $ 0 0 I By Pitango Growth Fund II, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 19,751 (1) (1) Common Stock 19,751 $ 0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 6,199 (1) (1) Common Stock 6,199 $ 0 0 I By Pitango Continuation Fund 2021, LP(2)
Series D Preferred Stock (1) 09/15/2025 C 62 (1) (1) Common Stock 62 $ 0 0 I By Pitango Principals Continuation Fund 2021, LP(2)
Series D Preferred Stock (1) 09/15/2025 C 28,457 (1) (1) Common Stock 28,457 $ 0 0 I By Pitango Growth Fund I, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 2,544 (1) (1) Common Stock 2,544 $ 0 0 I By Pitango Venture Capital Fund VI-A, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 472 (1) (1) Common Stock 472 $ 0 0 I By Pitango Venture Capital Principals Fund VI, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 571 (1) (1) Common Stock 571 $ 0 0 I By Pitango Growth Principals Fund I, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 4,618 (1) (1) Common Stock 4,618 $ 0 0 I By Pitango Growth Principals Fund II, L.P.(2)
Series D Preferred Stock (1) 09/15/2025 C 194,868 (1) (1) Common Stock 194,868 $ 0 0 I By Pitango Growth Fund II, L.P.(2)
Series E Preferred Stock (1) 09/15/2025 C 132,012 (1) (1) Common Stock 132,012 $ 0 0 I By Pitango Venture Capital Fund VI, L.P.(2)
Series E Preferred Stock (1) 09/15/2025 C 41,432 (1) (1) Common Stock 41,432 $ 0 0 I By Pitango Continuation Fund 2021, LP(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peres Nechemia Jacob
C/O VIA TRANSPORTATION, INC.
114 5TH AVE, 17TH FLOOR
NEW YORK, NY 10011
X

Signatures

/s/ Erin H. Abrams, as attorney-in-fact 09/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 B, C, D, E, F and G-1 Preferred Stock was automatically converted into Common Stock on a 1:1 basis.
(2) The Reporting Person is the Partner of each of the General Partners of Pitango Growth Fund I, L.P., Pitango Growth Fund II, L.P., Pitango Growth Principals Fund I, L.P., Pitango Growth Principals Fund II, L.P., Pitango Venture Capital Fund VI, L.P., Pitango Venture Capital Fund VI-A, L.P., Pitango Venture Capital Principals Fund VI, L.P., Pitango Continuation Fund 2021, L.P. and Pitango Principals Continuation Fund 2021, L.P. and, together with the other Partners, indirectly via the General Partner's power over said entities, 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.
(3) 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.
(4) 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:
Due to the limitation on the number of transactions that can be reported on a single Form 4, this Form 4 is the first of two being filed by the reporting person on the date hereof.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
VIA Transportation Inc. published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 16, 2025 at 01:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]