12/18/2025 | Press release | Distributed by Public on 12/18/2025 20:40
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Units | (1) | 12/16/2025 | M | 12,500 | (1) | (1) | Class A Common Stock | 12,500 | (1) | 9,157,275 | I | By Capital V LLC(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Vanderhook Timothy C/O VIANT TECHNOLOGY INC. 2722 MICHELSON DRIVE, SUITE 100 IRVINE, CA 92612 |
X | X | CEO and Chairman | |
| /s/ Larry Madden, Attorney-in-Fact for Timothy Vanderhook | 12/18/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | The Class B Units of Viant Technology LLC ("Class B Units") 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. |
| (2) | The Reporting Person holds a one-third interest in Capital V LLC and may therefore be deemed to have an indirect pecuniary interest in one-third of Capital V LLC's total holdings. |
| (3) | Reflects the cancellation for no consideration of a number of shares of Class B common stock of the Issuer in connection with the redemption by the Reporting Person of an equal number of Class B Units for Class A common stock. |
| (4) | Shares were sold in a transaction instituted by the Issuer on the Reporting Person's behalf to cover estimated taxes associated with the vesting and settlement of restricted stock units. |
| (5) | Shares sold pursuant to a 10b5-1 plan adopted by Capital V LLC on March 18, 2025, as amended on September 17, 2025. |
| (6) | The price reported in Column 4 is a weighted average price, based on the Reporting Person's pro rata portion of a total of 15,000 shares of Class A Common Stock sold on behalf of Capital V LLC. These shares were sold in multiple transactions at prices ranging from $11.485 to $12.235. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (7) | The price reported in Column 4 is a weighted average price, based on the Reporting Person's pro rata portion of a total of 15,000 shares of Class A Common Stock sold on behalf of Capital V LLC. These shares were sold in multiple transactions at prices ranging from $11.62 to $12.175. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (8) | Reflects a gift to a Donor Advised Fund. |