0001193125-22-041739.txt : 20220214 0001193125-22-041739.hdr.sgml : 20220214 20220214161605 ACCESSION NUMBER: 0001193125-22-041739 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Viant Technology Inc. CENTRAL INDEX KEY: 0001828791 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 853447553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92329 FILM NUMBER: 22632184 BUSINESS ADDRESS: STREET 1: 2722 MICHELSON DRIVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-861-8888 MAIL ADDRESS: STREET 1: 2722 MICHELSON DRIVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vanderhook Timothy CENTRAL INDEX KEY: 0001843103 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2722 MICHELSON DRIVE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92612 SC 13G 1 d289664dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

VIANT TECHNOLOGY INC.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

92557A101

(CUSIP Number)

December 31, 2021

(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)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

 

CUSIP No. 92557A101    13G    Page 2 of 5 pages

 

  1.    

  NAME OF REPORTING PERSON

 

  Timothy Vanderhook

  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 of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5.     

  SOLE VOTING POWER

 

  7,833,774(1)(3)

  6.     

  SHARED VOTING POWER

 

  0(2)

  7.     

  SOLE DISPOSITIVE POWER

 

   7,833,774(1)(3)

  8.     

  SHARED DISPOSITIVE POWER

 

  0(2)

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,833,774(1)(2)(3)

10.       CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)        ☐
11.    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  36.4% of Class A common stock (12.9% of outstanding common stock and voting power)(4)

12.    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Represents shares of Class B common stock, par value $0.001 per share (“Class B common stock”), of Viant Technology Inc. (the “Issuer”) held directly by Mr. Vanderhook.

(2)

Does not account for shares of Class B common stock held directly by Four Brothers 2 LLC (“Four Brothers”). Mr. Vanderhook also holds a one-third interest in Four Brothers, representing an economic interest in an additional 9,483,701 shares of Class B common stock and 9,483,701 Class B Common Units of Viant Technology LLC (“Class B Units”). Voting and investment decisions by Four Brothers require approval of a majority-in-interest of the members of Four Brothers, and accordingly no individual has voting or investment control over the shares held by Four Brothers.

(3)

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Viant Technology LLC, dated as of February 9, 2021 (the “Viant Technology LLC Agreement”) and an exchange policy adopted by Viant Technology LLC, holders of Class B common stock may surrender Class B Units, along with an equivalent number of shares of Class B common stock, to the Issuer (the Managing Member of Viant Technology LLC) or Viant Technology LLC in exchange for an equivalent number of shares of the Issuer’s Class A common stock, par value $0.001 per share (“Class A common stock”) or, at the Issuer’s election, for cash. Each share of Class A common stock and Class B common stock is entitled to one vote.

(4)

Percent of Class A common stock is calculated based on a denominator of 21,538,412, consisting of (i) 13,704,638 shares of Class A common stock outstanding as of December 31, 2021 and (ii) an additional 7,833,744 shares of Class A common stock, which assumes the surrender of all shares of Class B common stock and Class B Units held by Mr. Vanderhook as of December 31, 2021 for an equivalent number of shares of Class A common stock pursuant to the Viant Technology LLC Agreement and Viant Technology LLC’s exchange policy, and deemed as outstanding Class A common stock for purposes of computing this percentage in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended.

(5)

Percent of outstanding common stock and voting power is calculated based on a denominator of 60,811768, consisting of (i) 13,704,638 shares of Class A common stock and (ii) 47,107,130 shares of Class B common stock, in each case outstanding as of December 31, 2021.

CUSIP No. 92557A101    13G    Page 3 of 5 pages

 

Item 1(a).

Name of Issuer: Viant Technology Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

2722 Michelson Drive, Suite 100

Irvine, California 92612

 

Item 2(a).

Name of Person Filing: Timothy Vanderhook

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

2722 Michelson Drive, Suite 100

Irvine, California 92612

 

Item 2(c).

Citizenship: United States of America

 

Item 2(d).

Title of Class of Securities: Class A common stock, par value $0.001 per share

 

Item 2(e).

CUSIP Number: 92557A101

 

Item 3.

Not applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

7,833,774

 

  (b)

Percent of class:

36.4% of Class A common stock (12.9% of outstanding common stock and voting power)

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote:

7,833,774

 

  (ii)

Shared power to vote or to direct the vote:

0

 

  (iii)

Sole power to dispose or to direct the disposition of:

CUSIP No. 92557A101    13G    Page 4 of 5 pages

 

7,833,774

 

  (iv)

Shared power to dispose or to direct the disposition of:

0

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

 

Item 6.

Ownership of More Than Five 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 a Group.

Not Applicable.

 

Item 10.

Certifications.

Not Applicable.

CUSIP No. 92557A101    13G    Page 5 of 5 pages

 

SIGNATURES

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.

Dated: February 14, 2022

 

By:   /s/ Timothy Vanderhook
  Timothy Vanderhook