VIA Transportation Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 19:11

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fain Clara
2. Issuer Name and Ticker or Trading Symbol
Via Transportation, Inc. [VIA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O VIA TRANSPORTATION, INC., 114 5TH AVE, 17TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025
(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 09/11/2025 M 72,457 A $3.73 780,434 D
Common Stock 09/15/2025 J(1) 780,434 D (1) 0 D
Common Stock 09/15/2025 J(1) 780,434(2)(3)(4) A (1) 780,434 D
Common Stock 09/15/2025 S 150,000 D $43.1 630,434 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (right to buy) $3.73 09/11/2025 M 72,457 (5) 05/08/2026 Common Stock 72,457 $ 0 8,259 D
Stock Option (right to buy) $3.73 09/15/2025 J(1) 8,259 (5) 05/08/2026 Common Stock 8,259 $ 0 0 D
Stock Option (right to buy) $3.73 09/15/2025 J(1) 8,259 (5) 05/08/2026 Class A Common Stock 8,259 $ 0 8,259 D
Stock Option (right to buy) $6.57 09/15/2025 J(1) 54,860 (5) 06/26/2028 Common Stock 54,860 $ 0 0 D
Stock Option (right to buy) $6.57 09/15/2025 J(1) 54,860 (5) 06/26/2028 Class A Common Stock 54,860 $ 0 54,860 D
Stock Option (right to buy) $8.099 09/15/2025 J(1) 90,000 (5) 06/18/2029 Common Stock 90,000 $ 0 0 D
Stock Option (right to buy) $8.099 09/15/2025 J(1) 90,000 (5) 06/18/2029 Class A Common Stock 90,000 $ 0 90,000 D
Stock Option (right to buy) $7.483 09/15/2025 J(1) 325,000 (5) 09/09/2030 Common Stock 325,000 $ 0 0 D
Stock Option (right to buy) $7.483 09/15/2025 J(1) 325,000 (5) 09/09/2030 Class A Common Stock 325,000 $ 0 325,000 D
Stock Option (right to buy) $13.15 09/15/2025 J(1) 200,000 (6) 06/30/2032 Common Stock 200,000 $ 0 0 D
Stock Option (right to buy) $13.15 09/15/2025 J(1) 200,000 (6) 06/30/2032 Class A Common Stock 200,000 $ 0 200,000 D
Stock Option (right to buy) $15.71 09/15/2025 J(1) 250,000 (7) 02/18/2034 Common Stock 250,000 $ 0 0 D
Stock Option (right to buy) $15.71 09/15/2025 J(1) 250,000 (7) 02/18/2034 Class A Common Stock 250,000 $ 0 250,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fain Clara
C/O VIA TRANSPORTATION, INC.
114 5TH AVE, 17TH FLOOR
NEW YORK, NY 10011
Chief Financial Officer

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) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO Closing").
(2) Includes 195,652 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 434,782 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.
(4) (2/2) The performance period for each tranche began upon the IPO Closing and ends on the seventh anniversary of the IPO Closing. 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 Financial Officer or in certain other eligible positions as mutually agreed by the Reporting Person and the Compensation Committee of the Issuer's board of directors. Each PSU represents a contingent right to receive one share of Class A Common Stock.
(5) The shares underlying the stock option are fully vested and immediately exercisable.
(6) The stock option vests in 48 equal monthly installments beginning on July 1, 2022.
(7) The stock option vests in 48 equal monthly installments beginning on January 1, 2024.
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 01:11 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]