SEC Filing | Viasat, Inc.

SCHEDULE 13D

CUSIP No.

92552V100

Name of reporting person

CPP Investment Board Private Holdings (4) Inc.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,795,334.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,795,334.00

Aggregate amount beneficially owned by each reporting person

4,795,334.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

3.71 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Calculated based on 129,119,989 shares of Common Stock outstanding as of January 24, 2025, as disclosed by Viasat, Inc. (the "Issuer") in its Quarterly Report on Form 10-Q (the "Form 10-Q") filed with the Securities and Exchange Commission (the "SEC") on February 10, 2025.

SCHEDULE 13D

CUSIP No.

92552V100

Name of reporting person

Canada Pension Plan Investment Board

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,795,334.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,795,334.00

Aggregate amount beneficially owned by each reporting person

4,795,334.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

3.71 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Calculated based on 129,119,989 shares of Common Stock outstanding as of January 24, 2025, as disclosed by the Issuer in its Form 10-Q filed with the SEC on February 10, 2025.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

VIASAT INC

(c)

Address of Issuer's Principal Executive Offices:

6155 El Camino Real, Carlsbad, CALIFORNIA , 92009.

Item 1 Comment:

This Amendment No. 2 (this "Statement") amends and supplements the Schedule 13D, originally filed on June 9, 2023, as amended (the "Schedule 13D") relating to the Common Stock of the Issuer. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Item 2.

Identity and Background

(a)

Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto.

(b)

Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto.

(c)

Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto.

(f)

Schedule I to the Schedule 13D is hereby amended and replaced in its entirety with Schedule I attached hereto.

Item 4.

Purpose of Transaction

Rule 144 Sale On February 10, 2025, the Investor Sellers sold an aggregate of 11,250,000 shares of Common Stock in an unregistered block sale transaction pursuant to Rule 144 under the Securities Act of 1933, as amended, at a net price per share of $9.00 (the "Block Sale"). The Reporting Persons sold an aggregate of 3,750,000 shares of Common Stock pursuant to the Block Sale. The Block Sale was consummated as part of the Reporting Persons' normal course evaluation of their investment. The Reporting Persons intend to monitor and evaluate their investment on an ongoing basis and expect to regularly review and consider alternative ways of maximizing their return on such investment. Subject to market conditions, valuations, regulatory approvals and any other approvals, the Reporting Persons may acquire additional securities of the Issuer or dispose of any or all securities of the Issuer in open market transactions, privately negotiated transactions or otherwise.

Item 5.

Interest in Securities of the Issuer

(a)

The responses to Item 11 and Item 13 on each of the cover pages of this Statement are incorporated herein by reference. After giving effect to closing of the Block Sale, CPPIB-PH(4)I directly holds 4,795,334 shares ofCommon Stock. CPPIB-PH(4)I is a wholly-owned subsidiary of CPPIB, thus CPPIB is an indirectbeneficial owner of such Common Stock owned by CPPIB-PH(4)I. As a result of the Stockholders Agreement and the Coordination Agreement described in Item 6,the Investor Sellers may be deemed to be members of a "group" within the meaning of Section13(d)(3) of the Exchange Act. Such "group" would beneficially own an aggregate of 22,931,334shares of Common Stock, representing 17.76% shares of Common Stock outstanding as ofJanuary 24, 2025, based on information provided by the Issuer. The securities reported herein bythe Reporting Persons do not include any Common Stock beneficially owned by the other parties tothe Stockholders Agreement or the Coordination Agreement not included as Reporting Persons onthis Statement (the "Other Shares" and "Other Parties," respectively). The Other Parties have beennotified that they may need to file separate beneficial ownership reports with the SEC related totheir beneficial ownership of the Other Shares and membership in the "group" described herein.Neither the filing of this Statement nor any of its contents, however, shall be deemed to constitutean admission by the Reporting Persons that any of them is the beneficial owner of any of OtherShares for purposes of Section 13(d) of the Act or for any other purpose, and such beneficialownership is expressly disclaimed.

(b)

The information set forth in Items 7-10 on each of the cover pages of this Statement are incorporated by reference into this Item 5(b).

(c)

The information set forth in Item 4 above is incorporated by reference into this Item 5(c). Pursuant to the Block Sale and the Coordination Agreement among CPPIB-PH(4)I, the ReportingPersons and Other Parties, the Reporting Persons collectively sold 3,750,000 shares of CommonStock in the Block Sale for $9.00 per share. The Reporting Persons have not otherwise transactedin the Issuer's securities within the prior 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth in Item 5 of this Statement is herein incorporated to the Schedule 13D.

Item 7.

Material to be Filed as Exhibits.

Exhibit F: Power of Attorney for Canada Pension Plan Investment Board

SIGNATURE

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

CPP Investment Board Private Holdings (4) Inc.

Signature:	/s/ Pierre Abinakle
Name/Title:	Pierre Abinakle / Secretary
Date:	02/11/2025

Canada Pension Plan Investment Board

Signature:	/s/ Kathryn Daniels
Name/Title:	Kathryn Daniels / Managing Director, Head of Compliance
Date:	02/11/2025

Comments accompanying signature:

Exhibit F: Power of Attorney for Canada Pension Plan Investment Board

The name, present principal occupation or employment, business address and citizenship of each of the directors and executive officers of Canada Pension Plan Investment Board are set forth below.