09/11/2025 | Press release | Distributed by Public on 09/11/2025 19:15
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
|
||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (6) | 06/18/2029 | Common Stock(1) | 100,000 | $8.099 | D | |
Stock Option (right to buy) | (6) | 09/09/2030 | Common Stock(1) | 750,000 | $7.483 | D | |
Stock Option (right to buy) | (7) | 02/18/2034 | Common Stock(1) | 750,000 | $15.71 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ramot Daniel C/O VIA TRANSPORTATION, INC. 114 5TH AVE, 17TH FLOOR NEW YORK, NY 10011 |
X | Chief Executive Officer |
/s/ Erin H. Abrams, as attorney-in-fact | 09/11/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 Common Stock beneficially owned by the Reporting Person will be reclassified into one share of Class A Common Stock and such shares of Class A Common Stock will be exchanged at a 1:1 ratio for shares of Class B Common Stock. Each share of Class A Common Stock issued to the Reporting Person following the vesting and settlement of RSUs (as defined below), or upon exercise of stock options held prior to the IPO Closing, may be exchanged at a 1:1 ratio for a share of Class B Common Stock at the election of the holder. |
(2) | Includes 362,108 restricted stock units ("RSUs"), which vest over a three-year term, with one-third of the award vesting on September 11, 2026 and the remaining portion vesting in quarterly installments thereafter. Each RSU represents a contingent right to receive one share of Class A Common Stock. |
(3) | (1/2) Includes 2,051,945 performance-based restricted stock units ("PSUs"), which vest based on certain service-based and stock price-based vesting conditions, with the stock price-based vesting condition comprised of seven tranches that are eligible to vest based on the achievement of certain specified stock price targets. The performance period for each tranche begins upon the IPO Closing and ends on the seventh anniversary of the IPO Closing. |
(4) | (2/2) As to any portion of the award that satisfies the stock price-based vesting condition, the service-based vesting condition will be satisfied in seven substantially equal installments on each of the first seven anniversaries of the IPO Closing, so long as the Reporting Person is in continuous service through each applicable vesting date as the Issuer's Chief Executive Officer or in certain other eligible positions as reasonably determined by the Compensation Committee of the Issuer's board of directors in its good faith discretion. Each PSU represents a contingent right to receive one share of Class A Common Stock. |
(5) | The shares are held by Green Spaces Grantor Retained Annuity Trust No. 1, for which the Reporting Person and an immediate family member serve as trustees. |
(6) | The shares underlying the stock option are fully vested and immediately exercisable. |
(7) | The stock option vests in 36 equal monthly installments beginning on May 1, 2023. |
Remarks: Exhibit 24 - Power of Attorney |