Crestview Partners IV GP, L.P. - Dec 31, 2024 Form 4 Insider Report for VIAD CORP (VVI)

Role
Director, 10%+ Owner
Signature
/s/ See Signatures Included in Exhibit 99.1
Stock symbol
VVI
Transactions as of
Dec 31, 2024
Transactions value $
$141,827,473
Form type
4
Date filed
12/31/2024, 04:04 PM
Previous filing
Mar 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VVI Common Stock Conversion of derivative security $142M +6.67M $21.25 6.67M Dec 31, 2024 See Footnotes F1, F3, F4, F5
holding VVI Common Stock 22.5K Dec 31, 2024 See Footnotes F2, F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VVI 5.5% Series A Convertible Preferred Stock Conversion of derivative security -135K -100% 0 Dec 31, 2024 Common Stock See Footnotes F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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"). In accordance with the terms of the Certificate of Designations for the Preferred Stock, effective as of December 31, 2024, the Issuer has elected to exercise its right to cause the mandatory conversion of the Preferred Stock into shares of Common Stock of the Issuer, par value $1.50 per share ("Common Stock") at a conversion price of $21.25 per share. The settlement date for such mandatory conversion is January 3, 2025.
F2 Represents restricted stock units ("RSUs") with respect to Common Stock granted to Brian P. Cassidy under the 2017 Viad Corp Omnibus Incentive Plan. Mr. Cassidy 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. Includes unvested RSUs with respect to 3,376 shares.
F3 Crestview Partners IV GP, L.P. may be deemed to have beneficial ownership of the shares of Preferred Stock (and, following conversion thereof, the underlying shares of Common 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. 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).
F5 Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:

Exhibit 99.1 - Joint Filer Statement