ViaSat, Inc.
VIASAT INC (Form: SC 13G/A, Received: 02/14/2017 14:33:15)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

ViaSat, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92552V100

(CUSIP Number)

December 31, 2016

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

|X| Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 2 of 9
--------------------------------------------------------------------------------
    1.      NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            FPR Partners, LLC
--------------------------------------------------------------------------------
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                              (a) [ ]
                                                              (b) [X]

--------------------------------------------------------------------------------
    3.      SEC USE ONLY


--------------------------------------------------------------------------------
    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware, United States
--------------------------------------------------------------------------------
                           5.      SOLE VOTING POWER

                                   0
        NUMBER OF      ---------------------------------------------------------
         SHARES            6.      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                  3,945,399
          EACH         ---------------------------------------------------------
        REPORTING          7.      SOLE DISPOSITIVE POWER
       PERSON WITH:
                                   0
                       ---------------------------------------------------------
                           8.      SHARED DISPOSITIVE POWER

                                   3,945,399
--------------------------------------------------------------------------------
    9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            3,945,399
--------------------------------------------------------------------------------
    10.     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES (See Instructions)                     [ ]

--------------------------------------------------------------------------------
    11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            7.0% (1)
--------------------------------------------------------------------------------
    12.     TYPE OF REPORTING PERSON (See Instructions)

            IA
--------------------------------------------------------------------------------


(1) Based upon shares outstanding immediately after the offering priced on
November 17, 2016, as filed by the Issuer on Form 424B5 on November 18, 2016.


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 3 of 9
--------------------------------------------------------------------------------
    1.      NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Andrew Raab
--------------------------------------------------------------------------------
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                              (a) [ ]
                                                              (b) [X]

--------------------------------------------------------------------------------
    3.      SEC USE ONLY


--------------------------------------------------------------------------------
    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            United States
--------------------------------------------------------------------------------
                           5.      SOLE VOTING POWER

                                   0
        NUMBER OF      ---------------------------------------------------------
         SHARES            6.      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                  3,945,399
          EACH         ---------------------------------------------------------
        REPORTING          7.      SOLE DISPOSITIVE POWER
       PERSON WITH:
                                   0
                       ---------------------------------------------------------
                           8.      SHARED DISPOSITIVE POWER

                                   3,945,399
--------------------------------------------------------------------------------
    9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            3,945,399
--------------------------------------------------------------------------------
    10.     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES (See Instructions)                     [ ]

--------------------------------------------------------------------------------
    11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            7.0% (1)
--------------------------------------------------------------------------------
    12.     TYPE OF REPORTING PERSON (See Instructions)

            IN
--------------------------------------------------------------------------------


(1) Based upon shares outstanding immediately after the offering priced on
November 17, 2016, as filed by the Issuer on Form 424B5 on November 18, 2016.


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 4 of 9
--------------------------------------------------------------------------------
    1.      NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Bob Peck
--------------------------------------------------------------------------------
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                              (a) [ ]
                                                              (b) [X]

--------------------------------------------------------------------------------
    3.      SEC USE ONLY


--------------------------------------------------------------------------------
    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            United States
--------------------------------------------------------------------------------
                           5.      SOLE VOTING POWER

                                   0
        NUMBER OF      ---------------------------------------------------------
         SHARES            6.      SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                  3,945,399
          EACH         ---------------------------------------------------------
        REPORTING          7.      SOLE DISPOSITIVE POWER
       PERSON WITH:
                                   0
                       ---------------------------------------------------------
                           8.      SHARED DISPOSITIVE POWER

                                   3,945,399
--------------------------------------------------------------------------------
    9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            3,945,399
--------------------------------------------------------------------------------
    10.     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES (See Instructions)                     [ ]

--------------------------------------------------------------------------------
    11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            7.0% (1)
--------------------------------------------------------------------------------
    12.     TYPE OF REPORTING PERSON (See Instructions)

            IN
--------------------------------------------------------------------------------



(1) Based upon shares outstanding immediately after the offering priced on
November 17, 2016, as filed by the Issuer on Form 424B5 on November 18, 2016.


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 5 of 9
--------------------------------------------------------------------------------
     This Amendment No. 11 to Schedule 13G relates to the Common Stock, par
value of $0.0001 per share (the "Common Stock") of ViaSat, Inc., a Delaware
corporation (the "Issuer"), which has its principal executive office at 6155 El
Camino Real, Carlsbad, CA 92009.  This Amendment No. 11 amends and supplements,
as set forth below, the initial Schedule 13G, filed January 9, 2012, the
Amendment No. 1 to Schedule 13G, filed February 29, 2012, by BART Partners,
LLC, the Amendment No. 2 to Schedule 13G, filed May 10, 2012, by FPR Partners,
LLC, the Amendment No. 3 to Schedule 13G, filed November 13, 2012, by FPR
Partners, LLC, the Amendment No. 4 to Schedule 13G, filed February 14,2013, by
FPR Partners, LLC, Amendment No. 5 to Schedule 13G, filed February 14, 2014,
by FPR Partners, LLC, Amendment No. 6 to Schedule 13G, filed March 7,2014, by
FPR Partners, LLC, Amendment No. 7 to Schedule 13G, filed February 13, 2015,
by FPR Partners, LLC, Amendment No. 8 to Schedule 13G, filed October 13, 2015,
by FPR Partners, LLC, Amendment No. 9 to Schedule 13G, filed February 16,
2016, by FPR Partners, LLC, and Amendment No. 10 to Schedule 13G, filed December
9, 2016, by FPR Partners, LLC relating to the Common Stock (collectively, the
"Schedule 13G").

Item 1.  Issuer
         ------

        (a) Name of Issuer:
            --------------

            ViaSat, Inc.

        (b) Address of Issuer's Principal Executive Offices:
            -----------------------------------------------
            6155 El Camino Real
            Carlsbad, CA 92009

Item 2.  Identity And Background
         -----------------------

        (a) Name of Person Filing:
            ---------------------
            This Amendment No. 11 is jointly filed by and on behalf of FPR
            Partners, LLC ("FPR"), Andrew Raab, and Bob Peck (collectively, the
            "Reporting Persons").  The reported shares of Common Stock are
            held directly by certain limited partnerships, collectively, the
            "Funds".  FPR acts as investment manager to the Funds and may be
            deemed to indirectly beneficially own securities owned by the Funds.
            Andrew Raab and Bob Peck are the Senior Managing Members of FPR and
            may be deemed to indirectly beneficially own securities owned by
            FPR and the Funds.  Each of the Reporting Persons declares that
            neither the filing of this statement nor anything herein shall be
            construed as an admission that such person is, for the purposes of
            Sections 13(d) or 13(g) of the Securities and Exchange Act of 1934,
            the beneficial owner of any of the securities covered by this
            statement.  The agreement among the Reporting Persons relating to
            the joint filing of this Schedule 13G is attached as Exhibit 99.1
            hereto.

        (b) Address of Principal Business Office or, if none, Residence:
            -----------------------------------------------------------

            The address of the principal office of each Reporting Person is
            199 Fremont Street, Suite 2500, San Francisco, CA 94105.


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 6 of 9
--------------------------------------------------------------------------------

        (c) Citizenship:
            -----------

            FPR Partners, LLC is a limited liability company organized under
            the laws of the State of Delaware.  Mr. Raab and Mr. Peck are
            US citizens.

        (d) Title of Class of Securities:
            ----------------------------
            Common Stock

        (e) CUSIP Number:
            ------------
            92552V100

Item 3.  If this statement is filed pursuant to 240.13d-1(b) or
         240.13d-2(b) or (c), check whether the person filing is a:
         ---------------------------------------------------------

        (a) [ ] Broker or dealer registered under section 15 of the
                Act (15 U.S.C. 78o);

        (b) [ ] Bank as defined in section 3(a)(6) of the Act
                (15 U.S.C. 78c);

        (c) [ ] Insurance company as defined in section 3(a)(19) of
                the Act (15 U.S.C. 78c);

        (d) [ ] Investment company registered under section 8 of the
                Investment Company Act of 1940 (15 U.S.C 80a-8);

        (e) [x] An investment adviser in accordance with
                240.13d-1(b)(1)(ii)(E);

        (f) [ ] An employee benefit plan or endowment fund in accordance
                with 240.13d-1(b)(1)(ii)(F);

        (g) [x] A parent holding company or control person in accordance
                with 240.13d-1(b)(1)(ii)(G);

        (h) [ ] A savings associations as defined in Section 3(b) of
                the Federal Deposit Insurance Act (12 U.S.C. 1813);

        (i) [ ] A church plan that is excluded from the definition
                of an investment company under section 3(c)(14) of
                the Investment Company Act of 1940 (15 U.S.C. 80a-3);

        (j) [ ] A non-U.S. institution in accordance with
                240.13d-1(b)(1)(ii)(J);

        (k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).

 (1) FPR is an investment advisor in accordance with 240.13d-1(b)(1)(ii)(E)
 (2) Mr. Raab and Mr. Peck are control persons of FPR in accordance with
     with 240.13d-1(b)(1)(ii)(G)


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 7 of 9
--------------------------------------------------------------------------------

Item 4.  Ownership
         ---------

        Reporting Persons:

        (a) Amount beneficially owned: See Item 9 on the cover pages hereto.

        (b) Percent of class: See Item 11 on the cover pages hereto.

        (c) Number of shares as to which the person has:

                (i) Sole power to vote or to direct the vote:
                        See Item 5 on the cover pages hereto.

                (ii) Shared power to vote or to direct the vote:
                        See Item 6 on the cover pages hereto.

                (iii) Sole power to dispose or to direct the disposition of:
                        See Item 7 on the cover pages hereto.

                (iv) Shared power to dispose or to direct the disposition of:
                        See Item 8 on the cover pages hereto.



Item 5.  Ownership Of Five Percent Or Less Of a Class
         --------------------------------------------

        If this statement is being filed to report the fact that as of the date
        hereof the reporting person has ceased to be the beneficial owner of more
        than 5.0% of the class of securities, check the following [ ].


Item 6.  Ownership Of More Than Five Percent On Behalf Of Another Person
         ---------------------------------------------------------------


         FPR Partners, LLC is an SEC registered investment advisor whose clients
         have the  right to receive or the power to direct the receipt of
         dividends from, or the proceeds from the sale of, the securities covered
         by this statement.  Bob Peck and Andrew Raab are the Senior Managing
         Members of FPR Partners, LLC.

Item 7.  Identification  And Classification Of The Subsidiary Which Acquired The
         -----------------------------------------------------------------------
         Security Being Reported On By The Parent Holding Company
         --------------------------------------------------------

         Not Applicable.


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 8 of 9
--------------------------------------------------------------------------------

Item 8.  Identification And Classification Of Members Of The Group
         ---------------------------------------------------------

         FPR Partners, LLC is the investment advisor to client accounts.  Bob
         Peck and Andrew Raab are the Senior Managing Members of FPR Partners,
         LLC.  The Reporting Persons are filing this Schedule 13G jointly, but
         not as members of a group, and each of them expressly disclaims
         membership in a group.  Further, each of the Reporting Persons
         disclaims beneficial ownership of the stock except to the extent of
         that Reporting Person's pecuniary interest therein.

Item 9.  Notice Of Dissolution Of Group
         ------------------------------

         Not Applicable.


Item 10. Certification
         -------------

         By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.


SCHEDULE 13G

-------------------------                              -------------------------
CUSIP NO. 92552V100                                             Page 9 of 9
--------------------------------------------------------------------------------

                                   SIGNATURES
                                   ----------

         After  reasonable  inquiry and to the best of our knowledge and belief,
the  undersigned  certify that the  information  set forth in this  statement is
true, complete and correct.


Dated:  February 14, 2017


                                        FPR Partners, LLC

                                        /s/ Siu Chiang
                                        -------------------------------------
                                        Name: Siu Chiang
                                        Title: Chief Financial Officer


                                        Andrew Raab

                                        /s/ Siu Chiang for Andrew Raab
                                        -------------------------------------
                                        Name: Andrew Raab



                                        Bob Peck

                                        /s/ Siu Chiang for Bob Peck
                                        -------------------------------------
                                        Name: Bob Peck





Exhibit 99.1    Joint Filing Agreement, dated November 13, 2012, by and among
                FPR Partners, LLC, Andrew Raab and Bob Peck (furnished
                herewith).



Exhibit 99.2    Confirming Statement for Andrew Raab (furnished herewith).



Exhibit 99.3    Confirming Statement for Bob Peck (furnished herewith).


Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto agrees to the joint filing between them, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement supplement and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

Dated: November 13, 2012

FPR Partners, LLC

/s/ Siu Chiang
-----------------------------------
Name: Siu Chiang
Title: Chief Financial Officer

Andrew Raab

/s/ Siu Chiang for Andrew Raab
-----------------------------------
Name: Siu Chiang
Title: Authorized Signatory

Bob Peck

/s/ Siu Chiang for Bob Peck
-----------------------------------
Name: Siu Chiang
Title: Authorized Signatory


Exhibit 99.2

CONFIRMING STATEMENT

This Statement confirms that the undersigned, Andrew Raab, has authorized and designated Siu Chiang to execute and file on the undersigned's behalf all filings that the undersigned may be required to file with the U.S. Securities and Exchange Commission under Section 13 or Section 16 of the Securities and Exchange Act of 1934, as amended (the "Act"). The authority of Siu Chiang under this Statement shall remain in full force and effect until revoked by the undersigned in a signed writing provided to Siu Chiang. The undersigned acknowledges that Siu Chiang is not assuming any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Act.

Date: November 13, 2012                         /s/ Andrew Raab


Exhibit 99.3

CONFIRMING STATEMENT

This Statement confirms that the undersigned, Bob Peck, has authorized and designated Siu Chiang to execute and file on the undersigned's behalf all filings that the undersigned may be required to file with the U.S. Securities and Exchange Commission under Section 13 or Section 16 of the Securities and Exchange Act of 1934, as amended (the "Act"). The authority of Siu Chiang under this Statement shall remain in full force and effect until revoked by the undersigned in a signed writing provided to Siu Chiang. The undersigned acknowledges that Siu Chiang is not assuming any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Act.

Date: November 13, 2012                         /s/ Bob Peck