Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
VIASAT, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92552V100 (CUSIP Number) |
05/21/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
WP Triton Co-Invest, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,113,802.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 (as defined herein).
SCHEDULE 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
WP Triton Investment, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,958,527.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus (Callisto-A) Global Growth (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,653,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.27 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus (Europa) Global Growth (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,682,791.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus Global Growth Partners (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
409,818.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.31 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus Global Growth-B (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,052.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.94 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus Global Growth-E (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,672.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
WP Global Growth Partners (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
148,958.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.11 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus (Cayman) Global Growth GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,113,802.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus (Cayman) Global Growth GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,113,802.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus Partners II (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,113,802.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,113,802.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
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 13G
|
| CUSIP No. | 92552V100 |
| 1 | Names of Reporting Persons
Warburg Pincus LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,113,802.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.23 % | ||||||||
| 12 | 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 13G
|
| 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) | Name of person filing:
This statement is filed on behalf of each of the following entities (collectively, the "Reporting Persons"): 1. WP Triton Co-Invest, L.P., a Cayman Islands exempted limited partnership ("WP Triton Co-Invest"), which directly holds 8,113,802 shares. 2. WP Triton Investment, L.P., a Cayman Islands exempted limited partnership ("WP Triton Investment"), which holds approximately 24.14% of the equity interest in WP Triton Co-Invest. 3. Warburg Pincus (Callisto-A) Global Growth (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Callisto"), which holds approximately 20.39% of the equity interest in WP Triton Co-Invest. 4. Warburg Pincus (Europa) Global Growth (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Europa"), which holds approximately 20.74% of the equity interest in WP Triton Co- Invest. 5. Warburg Pincus Global Growth Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus Global Growth Partners"), which holds approximately 5.05% of the equity interest in WP Triton Co-Invest. 6. Warburg Pincus Global Growth-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth-B"), which holds approximately 15.02% of the equity interest in WP Triton Co-Invest. 7. Warburg Pincus Global Growth-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth-E"), which holds approximately 12.83% of the equity interest in WP Triton Co-Invest. 8. WP Global Growth Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth Cayman"), which holds approximately 1.84% of the equity interests in WP Triton Co-Invest. 9. Warburg Pincus (Cayman) Global Growth GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman GP") and the general partner of each of WP Triton Co-Invest, L.P. and each of the WP Global Funds (as defined below). 10. Warburg Pincus (Cayman) Global Growth GP LLC, a Delaware limited liability company ("WPGG Cayman GP LLC") and the general partner of WPGG Cayman GP. 11. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman") and the managing member of WPGG Cayman GP LLC. 12. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP") and the general partner of WPP II Cayman. 13. Warburg Pincus LLC, a New York limited liability company ("WP LLC") and the manager of the WP Global Funds. This Statement on Schedule 13G amends and supersedes the Schedule 13D originally filed with the SEC by the Reporting Persons on June 9, 2023, as thereafter amended by Schedules 13D/A filed with the SEC by the Reporting Persons. The agreement among the Reporting Persons to file jointly (the "Joint Filing Agreement") is attached as Exhibit 99.1 hereto and incorporated herein by reference. The execution and filing of such joint filing agreement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. | |
| (b) | Address or principal business office or, if none, residence:
The principal business of the Reporting Persons is investing in securities, including securities of the Issuer. The principal business address of the Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017. | |
| (c) | Citizenship:
The information in Item 2(a) above is incorporated herein by reference. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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) | 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) | 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Item 9 on each cover page are incorporated herein by reference. Approximately (i) 75.86% of the equity interest in WP Triton Co-Invest is held collectively by WP Callisto, WP Europa, WP Global Growth Cayman, WP Global Growth-B, WP Global Growth-E and WP Global Growth Cayman (collectively, the "WP Global Funds") and (ii) 24.14% of the equity interest in WP Triton Co-Invest is held by WP Triton Investment. WPGG Cayman GP is the general partner of WP Triton Co-In
vest and each of the WP Global Funds. WPGG Cayman GP LLC is the general manager of WPGG Cayman GP. WPP II Cayman is the general partner of WPGG Cayman GP LLC. WP Bermuda GP is the general partner of WPP II Cayman. WP LLC is the manager of the WP Global Funds. | |
| (b) | Percent of class:
The responses to Item 11 on each cover page are incorporated herein by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The responses to Item 5 on each cover page are incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The responses to Item 6 on each cover page are incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The responses to Item 7 on each cover page are incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses to Item 8 on each cover page are incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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 WP Investor entered into a new Stockholder Agreement by and between the WP 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 WP Investor, including a prohibition on transfers to competitors of the Issuer and certain other parties for so long as the WP Investor owns at least 3% of the total outstanding shares of Common Stock, as well as customary standstill limitations. The New Stockholder Agreement also requires the WP 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 WP Investor owns at least 3% 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 99.2 hereto and is incorporated herein by reference | ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated May 23, 2025, by and among the Reporting Persons. Exhibit 99.2 Stockholder Agreement, dated May 21, 2025, by and between Viasat, Inc. and WP Triton Co-Invest, L.P. (incorporated by reference to Exhibit 10.4 of the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2025). |