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CUSIP No. 92552R406
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SCHEDULE 13G/A
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Page 6
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Moab PI GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
HC
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CUSIP
No. 92552R406
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SCHEDULE 13G/A
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Page 7
of 11 Pages
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Item 1.
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(a) Name of Issuer
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Viad Corp
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Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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1850
North Central Avenue, Suite 1900
Phoenix,
Arizona 85004-4565
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Item 2.
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(a) Name of Person Filing:
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This
Schedule 13G is being filed on behalf of Moab Capital Partners, LLC (“Moab LLC”); Moab Private Investments, LP (“MPI”);
Moab PI GP, LLC (“MPI GP”); Moab Partners, L.P. (“Moab LP”); and Mr. Michael M. Rothenberg (each, a “Reporting
Person”).
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Item 2.
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(b) Address
of
Principal
Business Office:
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For each Reporting Person,
152 West 57th Street, 9th Floor
New York, New York 10019
Moab LLC is a Delaware limited liability company
MPI is a Delaware limited partnership
MPI GP is a Delaware limited liability company
Moab LP is a Delaware limited partnership
Mr. Rothenberg is a United States citizen
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Item 2.
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(d) Title of Class of Securities
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Common
Stock, par value $1.50 per share
92552R406
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CUSIP No. 92552R406
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SCHEDULE 13G/A
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Page 8
of 11 Pages
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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:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
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*Moab LLC and MPI are investment advisers in accordance with § 240.13d-1(b)(1)(ii)(E).
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CUSIP
No. 92552R406
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SCHEDULE 13G/A
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Page
9 of 11 Pages
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Item
4. Ownership
For Mr. Rothenberg:
(a) Amount beneficially owned: 553,231
(b) Percent of class: 2.7%*
(c)
Number of shares to which the Mr. Rothenberg has:
(i) Sole power to vote or to direct the vote: 553,231
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 553,231
(iv)
Shared power to dispose or to direct the disposition of: 0
For each of Moab LLC and Moab LP:
(a) Amount beneficially owned: 553,231
(b) Percent of class: 2.7%*
(c) Number of shares to which Moab LLC and Moab LP have:
(i)
Sole power to vote or to direct the vote: 553,231
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct
the disposition of: 553,231
(iv) Shared power to dispose or to direct the disposition of: 0
For MPI and MPI GP:
(a) Amount beneficially
owned: 0
(b) Percent of class: Less than 0%*
(c) Number of shares to which MPI and MPI GP have:
(i) Sole power to vote or
to direct the vote: 0
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of: 0
*The
Company’s Form 10-Q filed on November 1, 2019 indicated that the total number of shares of Common Stock
outstanding was 20,326,404 as of October 25, 2019.
Moab LP is managed by Moab LLC on a discretionary basis. Moab LLC, in its capacity as investment adviser to Moab LP, may be deemed to be the beneficial owner of the securities owned by Moab LP, as in its capacity as investment adviser it has the power to dispose of, direct the disposition of, and vote such securities.
A separately managed account is managed by MPI on a discretionary basis. MPI GP is the general partner of MPI. By virtue of these relationships, each of MPI and MPI GP may be deemed to be the beneficial owner of the securities owned by such account, as in such capacities, MPI and MPI GP have the power to dispose of, direct the disposition of, and vote such securities.
Michael M. Rothenberg is an owner and a Managing Member of Moab LLC and MPI GP. As a control person of Moab LLC, MPI and MPI GP, Mr. Rothenberg may be deemed to beneficially own the securities owned by Moab LP and the separately managed account. Pursuant to Rule 13d-4, Moab LLC and Moab LP each disclaim beneficial ownership of the securities owned by the separately managed account, and MPI GP and MPI each disclaim beneficial ownership of the securities owned by Moab LP.
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 five percent of the class of securities, check the following [X].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
See
Item 4 above.
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
Not Applicable.
Item
10. Certification
By
signing below, I certify that, to the best of my 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 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.
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CUSIP No. 92552R406
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SCHEDULE 13G/A
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Page 10
of 11 Pages
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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.
Date: February 14, 2020
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Moab Partners, L.P.
By: Moab GP, LLC, its
General Partner
By: Moab Capital Partners, LLC, its
Managing Member
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By:
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/s/
Michael M. Rothenberg
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Name:
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Michael M. Rothenberg
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Title:
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Managing Director
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Moab Private Investments, L.P.
By: Moab PI GP, LLC, its General
Partner
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By:
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/s/ Michael M. Rothenberg
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Name:
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Michael M. Rothenberg
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Title:
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Managing Member
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Moab PI GP, LLC
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By:
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/s/
Michael M. Rothenberg
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Name:
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Michael M. Rothenberg
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Title:
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Managing Member
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Moab Capital Partners, LLC
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By:
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/s/
Michael M. Rothenberg
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Name:
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Michael M. Rothenberg
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Title:
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Managing Director
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Michael M. Rothenberg
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By:
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/s/
Michael M. Rothenberg
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Name:
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Michael M. Rothenberg
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CUSIP No. 92552R406
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SCHEDULE 13G/A
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Page 11
of 11 Pages
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JOINT FILING AGREEMENT
This agreement is
made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and
among the parties listed below, each reference to herein as a “Joint Filer.” The Joint Filers agree that
a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed
on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended
by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Date: February 14, 2020