Viant Technology Inc.

09/17/2025 | Press release | Distributed by Public on 09/17/2025 16:38

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
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OMB Number: 3235-0287
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(Print or Type Responses)
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 __X__ 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 (Month/Day/Year)
09/15/2025
(Street)
IRVINE, CA 92612
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
Class A Common Stock 09/15/2025 S(1) 8,782 D $9.7274 356,284(2) D
Class A Common Stock 09/16/2025 M(3) 313,926 A $ 0 (3) 313,926 I By Capital V LLC(4)
Class B Common Stock 09/16/2025 D(5) 313,926 D $ 0 (5) 9,169,775 I By Capital V LLC(4)
Class A Common Stock 09/17/2025 D(6) 313,926 D $9.5564 0 I By Capital V LLC(4)
Class B Common Stock 6,626,214 D
Class B Common Stock 301,890(7) I By GRAT(8)
Class B Common Stock 301,890(7) I By GRAT(9)
Class B Common Stock 301,890(7) I By GRAT(10)
Class B Common Stock 301,890(7) I By GRAT(11)
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
Class B Units (3) 09/16/2025 M(3) 313,926 (3) (3) Class A Common Stock 313,926 $ 0 9,169,775 I By Capital V LLC(4)
Class B Units (3) (3) (3) Class A Common Stock 0 6,626,214 D
Class B Units (3) (3) (3) Class A Common Stock 0 301,890(12) I By GRAT(8)
Class B Units (3) (3) (3) Class A Common Stock 0 301,890(12) I By GRAT(9)
Class B Units (3) (3) (3) Class A Common Stock 0 301,890(12) I By GRAT(10)
Class B Units (3) (3) (3) Class A Common Stock 0 301,890(12) I By GRAT(11)

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, CA 92612
X X CEO and Chairman

Signatures

/s/ Larry Madden, Attorney-in-Fact for Timothy Vanderhook 09/17/2025
**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) 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.
(2) On December 20, 2024, the Reporting Person filed a Form 4, which inadvertently reported a gift of 31,556 shares of the Issuer's Class A common stock when the actual number of shares gifted was 31,566. The total number of shares of Class A common stock held by the Reporting Person has been corrected herein accordingly.
(3) 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.
(4) 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.
(5) 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.
(6) Pursuant to the Unit Exchange and Purchase Agreement dated September 15, 2025, the Issuer has purchased an aggregate of 941,777 shares of Class A common stock from Capital V LLC for an aggregate price of approximately $9,000,000. The Reporting Person sold such shares to the Issuer in connection with tax planning.
(7) The change in the number of shares held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings.
(8) Securities held by the Eve Vanderhook 2024 grantor retained annuity trust.
(9) Securities held by the Stella Vanderhook 2024 grantor retained annuity trust.
(10) Securities held by the Gray Vanderhook 2024 grantor retained annuity trust.
(11) Securities held by the Kingston Vanderhook 2024 grantor retained annuity trust.
(12) The change in the number of Class B Units held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings.
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.
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