SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Crestview Partners IV GP, L.P.
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIAD CORP [ VVI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2024 A 6,752(1) A $0 25,845 I See Footnotes(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Crestview Partners IV GP, L.P.
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Crestview IV VC TE Holdings, LLC
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Crestview IV VC Holdings, L.P.
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Crestview IV VC CI Holdings, L.P.
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Crestview Advisors, L.L.C.
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cassidy Brian P
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LaValley Sung-Chul Patrick Thomas
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents an award of restricted stock units ("RSUs") with respect to Common Stock of the Issuer, par value $1.50 per share ("Common Stock") granted to Brian P. Cassidy and Patrick LaValley under the 2017 Viad Corp Omnibus Incentive Plan (as amended, the "Plan"). The RSUs are scheduled to vest on March 1, 2025, subject to the terms of the Plan and the applicable award agreement issued thereunder. Each of Messrs. Cassidy and LaValley has assigned all rights, title and interest in the RSUs (including the shares of Common Stock thereunder) granted to him to Crestview Advisors, L.L.C.
2. Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings L.P. and Crestview IV VC CI Holdings, L.P. (collectively, the "Crestview Funds") hold, in the aggregate, 135,000 shares of 5.5% Series A Convertible Preferred Stock of the Issuer, par value $0.01 per share ("Preferred Stock"). Subject to the terms of the Certificate of Designations and the Investment Agreement between the Issuer and the Crestview Funds, the shares of Preferred Stock held by the Crestview Funds are convertible into shares of Common Stock at any time by the Crestview Funds at an initial conversion price equal to $21.25 per share, which such conversion price is subject to (i) customary anti-dilution adjustments (including in the event of any stock split, stock dividend, recapitalization or similar events) and (ii) adjustment for certain dilutive issuances of Common Stock at a price below the then-current market price and repurchases of Common Stock at a price above the then-current market price.
3. Crestview Partners IV GP, L.P. may be deemed to have beneficial ownership of the shares of Preferred Stock held by the Crestview Funds. Crestview Partners IV GP, L.P. exercises voting and dispositive power over the shares of Preferred Stock (and, following conversion thereof, the underlying shares of Common Stock) held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners IV GP, L.P. and the chairman of such investment committee.
4. Each of Messrs. Cassidy and LaValley is a member of the Issuer's board of directors. Mr. Cassidy is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners IV GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to investment funds owning interests in the Crestview Funds). Mr. LaValley is a Principal of Crestview Advisors, L.L.C.
5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
Remarks:
Exhibit 99 - Joint Filer Statement
By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 03/04/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 99

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners IV GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.

Crestview IV VC TE Holdings, LLC

c/o Crestview Partners

590 Madison Avenue, 42nd Floor 

New York, NY 10022

2.

Crestview IV VC Holdings, L.P.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

3.

Crestview IV VC CI Holdings, L.P.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

4.

Crestview Advisors, L.L.C.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

5.

Brian P. Cassidy 

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

6.

Sung-Chul Patrick LaValley

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

 

Date of Event Requiring Statement: March 1, 2024

Issuer Name and Ticker or Trading Symbol: Viad Corp. [VVI]

 

 

 

CRESTVIEW IV VC TE HOLDINGS, LLC

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW IV VC HOLDINGS, L.P.

By: Crestview IV VC Holdings GP, LLC, its general partner

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW IV VC CI HOLDINGS, L.P.

By: Crestview IV VC CI GP, LLC, its general partner

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW ADVISORS, L.L.C.

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

BRIAN P. CASSIDY

By:

/s/ Ross A. Oliver, Attorney-in-Fact
     

SUNG-CHUL PATRICK LAVALLEY

By:

/s/ Ross A. Oliver, Attorney-in-Fact
     

 

Date: March 4, 2024

 

 

 

 

 

Exhibit 99

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners IV GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.

Crestview IV VC TE Holdings, LLC

c/o Crestview Partners

590 Madison Avenue, 42nd Floor 

New York, NY 10022

2.

Crestview IV VC Holdings, L.P.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

3.

Crestview IV VC CI Holdings, L.P.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

4.

Crestview Advisors, L.L.C.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

5.

Brian P. Cassidy 

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

6.

Sung-Chul Patrick LaValley

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

 

Date of Event Requiring Statement: March 1, 2024

Issuer Name and Ticker or Trading Symbol: Viad Corp. [VVI]

 

 

 

CRESTVIEW IV VC TE HOLDINGS, LLC

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW IV VC HOLDINGS, L.P.

By: Crestview IV VC Holdings GP, LLC, its general partner

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW IV VC CI HOLDINGS, L.P.

By: Crestview IV VC CI GP, LLC, its general partner

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW ADVISORS, L.L.C.

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  

 

BRIAN P. CASSIDY

By:

/s/ Ross A. Oliver, Attorney-in-Fact
     

SUNG-CHUL PATRICK LAVALLEY

By:

/s/ Ross A. Oliver, Attorney-in-Fact
     

 

Date: March 4, 2024

 

 

 

 

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