4//SEC Filing
Crestview IV VC TE Holdings, LLC 4
Accession 0000950103-21-003016
CIK 0000884219other
Filed
Feb 24, 7:00 PM ET
Accepted
Feb 25, 4:15 PM ET
Size
27.9 KB
Accession
0000950103-21-003016
Insider Transaction Report
Form 4
VIAD CORPVVI
Crestview Partners IV GP, L.P.
Director10% Owner
Transactions
- Award
Common Stock
2021-02-23+2,790→ 5,452 total(indirect: See Footnotes)
Cassidy Brian P
Director10% Owner
Transactions
- Award
Common Stock
2021-02-23+2,790→ 5,452 total(indirect: See Footnotes)
Crestview IV VC TE Holdings, LLC
Director10% Owner
Transactions
- Award
Common Stock
2021-02-23+2,790→ 5,452 total(indirect: See Footnotes)
Crestview IV VC Holdings, L.P.
Director10% Owner
Transactions
- Award
Common Stock
2021-02-23+2,790→ 5,452 total(indirect: See Footnotes)
Crestview IV VC CI Holdings, L.P.
Director10% Owner
Transactions
- Award
Common Stock
2021-02-23+2,790→ 5,452 total(indirect: See Footnotes)
Crestview Advisors, L.L.C.
Director10% Owner
Transactions
- Award
Common Stock
2021-02-23+2,790→ 5,452 total(indirect: See Footnotes)
Footnotes (5)
- [F1]Represents an award of 2,790 restricted shares of Common Stock of the Issuer, par value $1.50 per share ("Common Stock") granted to Brian P. Cassidy under the 2017 Viad Corp Omnibus Incentive Plan (as amended, the "Plan"). The shares of restricted Common Stock are scheduled to vest on February 23, 2022, subject to the terms of the Plan and the applicable award agreement issued thereunder. Mr. Cassidy has assigned all rights, title and interest in the shares of restricted Common Stock granted to him to Crestview Advisors, L.L.C.
- [F2]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.
- [F3]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.
- [F4]Mr. Cassidy is a member of the Issuer's board of directors, and 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).
- [F5]Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
Issuer
VIAD CORP
CIK 0000884219
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001818686
Filing Metadata
- Form type
- 4
- Filed
- Feb 24, 7:00 PM ET
- Accepted
- Feb 25, 4:15 PM ET
- Size
- 27.9 KB