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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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VIASAT, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92552V100 (CUSIP Number) |
Maxime Donneau, Triton LuxTop 1-3 Boulevard de la Foire, Luxembourg, N4, L-1528 352 26 86 87 30 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 13D
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| CUSIP No. | 92552V100 |
| 1 |
Name of reporting person
Triton LuxTopHolding SARL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,795,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 130,319,585 shares of Common Stock outstanding as of May 9, 2025, as disclosed by Viasat, Inc. (the "Issuer") to the Reporting Persons.
SCHEDULE 13D
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| CUSIP No. | 92552V100 |
| 1 |
Name of reporting person
Apax IX GP Co. Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GUERNSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,795,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 130,319,585 shares of Common Stock outstanding as of May 9, 2025, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
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| 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. 3 (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 4. | Purpose of Transaction | |
On May 21, 2025, Triton LuxTopHolding SARL (the "Apax Investor"), CPP Investment Board Private Holdings (4) Inc. (the "CPPIB Investor"), Ontario Teachers' Pension Plan Board (the "OTPP Investor") and WP Triton Co-Invest, L.P. (the "WP Investor" and, together with the Apax Investor, the CPPIB Investor and the OTPP Investor, the "Investors") and the Issuer terminated that certain Stockholders Agreement, dated November 8, 2021, by and among the Investors and the Issuer (the "Old Stockholders Agreement") and the Apax Investor entered into a new Stockholder Agreement by and between the Apax Investor and the Issuer (the "New Stockholder Agreement"). The New Stockholder Agreement imposes certain transfer restrictions with respect to the shares of Common Stock held by the Apax Investor, including a prohibition on transfers to competitors of the Issuer and certain other parties for so long as the Apax Investor owns at least 1% of the total outstanding shares of Common Stock, as well as customary standstill limitations. The New Stockholder Agreement also requires the Apax Investor to vote all of its shares of Common Stock in favor the Issuer's director nominees and with respect to any other matter, in accordance with the recommendation of the board of directors of the Issuer or any applicable committee thereof, subject to certain exceptions, for so long as the Apax Investor owns at least 1% of the total outstanding shares of Common Stock. In addition, on May 21, 2025, the Investors agreed to terminate that certain Coordination Agreement, dated November 8, 2021, by and among the Investors (the "Coordination Agreement").
After giving effect to the termination of the Coordination Agreement and the Old Stockholders Agreement, the Investors no longer act as or otherwise constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934.
The foregoing description of the New Stockholder Agreement is not complete and is qualified in its entirety by the full text of the New Stockholder Agreement, which is included as Exhibit 99.1 hereto and is incorporated herein by reference. | ||
| 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. | |
| (b) | The responses to Items 7-10 on each of the cover pages of this Statement are incorporated herein by reference.
The Apax Investor directly holds 4,795,334 shares of Common Stock. The shareholders of the Apax Investor are Triton Lux EquityCo SARL and Connect Syndication L.P. Apax IX, in its capacity as ultimate general partner of each of Apax IX EUR L.P., Apax IX EUR Co-Investment L.P., Apax IX USD L.P. and Apax IX USD Co-Investment L.P. (together the "Apax IX Fund"), is the sole shareholder of Triton Lux EquityCo SARL. Apax IX is also the sole shareholder of Connect Syndication GP Co. Limited, the General Partner of Connect Syndication L.P. Apax IX is the investment manager of the Apax IX Fund and is controlled by a board of directors consisting of Elizabeth Burne, Simon Cresswell, Andrew Guille, Martin Halusa, Paul Meader and Jeremy Latham. | |
| (c) | The information set forth in Item 4 above is incorporated by reference into this Item 5(c). | |
| (e) | On May 21, 2025, the Reporting Persons ceased to be part of a group that beneficially owns 5% of the outstanding Common Stock. | |
| 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 99.1 Stockholder Agreement, dated May 21, 2025, by and between Viasat, Inc. and Triton LuxTopHolding SARL (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2025). | ||
| 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.
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