SEC Filing | Viant

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Vanderhook Christopher

(Last)

(First)

(Middle)

C/O VIANT TECHNOLOGY INC.

2722 MICHELSON DRIVE, SUITE 100

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2021

3. Issuer Name and Ticker or Trading Symbol
Viant Technology Inc. [ DSP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	8,084,399	D
Class B Common Stock	9,787,112	I	By Four Brothers 2 LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Units	⁽²⁾	⁽²⁾	Class A Common Stock	8,084,399	⁽²⁾	D
Class B Units	⁽²⁾	⁽²⁾	Class A Common Stock	9,787,112	⁽²⁾	I	By Four Brothers 2 LLC⁽¹⁾

Explanation of Responses:

1. Mr. Vanderhook holds a one-third interest in Four Brothers 2 LLC. While no individual has voting or investment control over the shares of Class B Common Stock or Class B Units held by Four Brothers 2 LLC, Mr. Vanderhook may be deemed to have an indirect pecuniary interest in 9,787,112 shares of Class B Common Stock and 9,787,112 Class B Units held by Four Brothers 2 LLC.

2. The Class B Units of Viant Technology LLC are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically cancelled.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Larry Madden, Attorney-in-Fact for Christopher Vanderhook	02/09/2021
	** 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 5 (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.

                               POWER OF ATTORNEY

        Know all by these presents  that the undersigned hereby constitutes  and
appoints each of Jessica Schilling, Larry Madden, David Sincich, and any of
their substitutes,  signing singly,  as the  undersigned's true  and lawful
attorney-in-fact to:

1.  prepare, execute in the undersigned's name and on the undersigned's behalf,
    and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form
    ID, including amendments thereto, and any other document necessary or
    appropriate to obtain codes, passwords, and passphrases enabling the
    undersigned to make electronic filings with the SEC of reports require by
    the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2.  execute for and on behalf of the undersigned, in the undersigned's capacity
    as a director and/or officer of Viant Technology Inc. (the "Company"), Forms
    3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act
    of 1934 and the rules thereunder;

3.  do and perform any and all acts for and on behalf of the undersigned which
    may be necessary or desirable to complete and execute any such Form 3, 4, or
    5, complete and execute any amendment or amendments thereto, and timely file
    such form with the SEC and any securities exchange or similar authority; and

4.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned also ratifies hereby any
action previously taken by each attorney-in-fact that would have been authorized
by this power of attorney if it has been in effect at the time such action was
taken.  The undersigned acknowledges that each attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-
in-fact individually, until such attorney-in-fact is no longer employed by the
Company or its subsidiaries.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of January, 2021.

                                        /s/ Christopher Vanderhook
                                        --------------------------------------
                                        Christopher Vanderhook