ViaSat, Inc.
VIASAT INC (Form: SC 13G/A, Received: 09/11/2017 17:04:27)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 3)*

ViaSat, Inc.
(Name of Issuer)

Common Stock
(Title of Class and Securities)

92552V100

(CUSIP Number of Class of Securities)

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 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).

(Continued on following page(s))

CUSIP No. 92552V100                                             13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     Southeastern Asset Management, Inc.      I.D. No. 62-0951781
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Tennessee
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :     1,853,915 shares
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED OR NO VOTING POWER

                                         3,747,995 shares (shared)
                                           360,075 shares (No Vote)
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER
                                        (Discretionary Accounts)
                                   :     2,213,990 shares
                                   __________________________________________
                                   : (8) SHARED OR NO DISPOSITIVE POWER

                                   :     3,747,995 shares (Shared)
                                   :             0 shares (None)
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      (Discretionary & Non-discretionary Accounts)
        5,961,985 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        10.3 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IA
_____________________________________________________________________________












CUSIP No. 92552V100                                             13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
        Longleaf Partners Small-Cap Fund                I.D. No. 62-1376170
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Massachusetts Business Trust
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED VOTING POWER

                                        3,747,995
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER

                                   :    None
                                   __________________________________________
                                   : (8) SHARED OR NO DISPOSITIVE POWER

                                   :    3,747,995
                                   :    None
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       3,747,995 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       6.5 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IV
_____________________________________________________________________________



CUSIP No.  92552V100                                     13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     O. Mason Hawkins                         I.D. No. XXX-XX-XXXX
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Citizen of United States
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED VOTING POWER

                                   :    None
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER

                                   :    None
                                   __________________________________________
                                   : (8) SHARED DISPOSITIVE POWER

                                   :    None
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       None (See Item 3)
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      0.0%
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IN
_____________________________________________________________________________




Item 1.

     (a). Name of Issuer: ViaSat, Inc.

     (b). Address of Issuer's Principal Executive Offices:

          6155 El Camino Real
          Carlsbad, California  92009

Item 2.

    (a). and (b). Names and Principal Business Addresses of Persons
         Filing:

    (1)   Southeastern Asset Management, Inc.
          6410 Poplar Ave., Suite 900
          Memphis, TN 38119

    (2)   Longleaf Partners Small-Cap Fund
          6410 Poplar Avenue, Suite 900
          Memphis, TN, 38119

    (3)   Mr. O. Mason Hawkins
          Chairman of the Board and C.E.O.
          Southeastern Asset Management, Inc.
          6410 Poplar Ave., Suite 900
          Memphis, TN 38119

    (c). Citizenship:

         Southeastern Asset Management, Inc. - A Tennessee corporation

          Longleaf Partners Small-Cap Fund, a series of Longleaf Partners
          Funds Trust, a Massachusetts business trust

         Mr. O. Mason Hawkins - U.S. Citizen

    (d). Title of Class of Securities:  Common Stock (the
         "Securities").

    (e). Cusip Number:  92552V100


Item 3.  If this statement is filed pursuant to Rules 13d-1 (b) or
         13d-2 (b), check whether the person filing is a:

    (d). Investment Company registered under Sec. 8 of the Investment
         Company Act - Longleaf Partners Small-Cap Fund, a series of
         Longleaf Partners Funds Trust.
    (e). Investment Adviser registered under Section 203 of the
         Investment Advisers Act of 1940.  This statement is being filed
         by Southeastern Asset Management, Inc. as a registered investment
         adviser. All of the securities covered by this report are owned
         legally by Southeastern's investment advisory clients and none
         are owned directly or indirectly by Southeastern.  As permitted
         by Rule 13d-4, the filing of this statement shall not be construed
         as an admission that Southeastern Asset Management, Inc. is the
         beneficial owner of any of the securities covered by this statement.

   (g).  Parent Holding Company.  This statement is also being filed by
         Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of
         Southeastern Asset Management, Inc. in the event he could be
         deemed to be a controlling person of that firm as the result of
         his official positions with or ownership of its voting securities.
         The existence of such control is expressly disclaimed.  Mr. Hawkins
         does not own directly or indirectly any securities covered by
         this statement for his own account.  As permitted by Rule 13d-4,
         the filing of this statement shall not be construed as an admission
         that Mr. Hawkins is the beneficial owner of any of the securities
         covered by this statement.


Item 4. Ownership:

     (a). Amount Beneficially Owned: (At 08/31/17)
           5,961,985 shares

     (b). Percent of Class:
           10.3 %

          Above percentage is based on 58,011,709 shares of Common
          Stock outstanding.

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


          (i).   sole power to vote or to direct the vote:

                 1,853,915 shares


          (ii).  shared or no power to vote or to direct the vote:

                 Shared - 3,747,995 shares.
                 Securities owned by the following series of Longleaf
                 Partners Funds Trust, an open-end management
                 investment company registered under the Investment
                 Company Act of 1940, as follows:

                 Longleaf Partners Small-Cap Fund - 3,747,995

                 No Power to Vote - 360,075 shares.


          (iii). sole power to dispose or to direct the disposition
                 of:

                 2,213,990 shares


          (iv).  shared or no power to dispose or to direct the
                 disposition of:

                 Shared - 3,747,995 shares
                 Securities owned by the following series of Longleaf
                 Partners Funds Trust, an open-end management
                 investment company registered under the Investment
                 Company Act of 1940, as follows:

                 Longleaf Partners Small-Cap Fund - 3,747,995

                 No Power - 0 shares


Item 5. Ownership of Five Percent or Less of a Class:  N/A


Item 6. Ownership of More Than Five Percent on Behalf of Another
        Person:  N/A


Item 7. Identification and Classification of the Subsidiary Which
        Acquired the Security Being Reported on By the Parent
        Holding Company:  N/A


Item 8. Identification and Classification of Members of the Group:
        N/A


Item 9. Notice of Dissolution of Group:  N/A


Item 10. Certification:


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



                            Signatures

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

Dated: September 11, 2017

                              Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              Longleaf Partners Small-Cap Fund
                              By: Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________



                       Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of September 11, 2017.


                              Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              Longleaf Partners Small-Cap Fund
                              By: Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________


1
VSAT13G3.doc
SCHEDULE 13G - ViaSat, Inc. ("Issuer")
Amendment #3
8
VSAT13G3.doc