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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
ViaSat, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
92552V100
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(CUSIP Number)
Andrew Raab
FPR Partners, LLC
199 Fremont Street, Suite 2500
San Francisco, CA 94105
(415) 284-8888
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(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
August 14, 2018
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [x].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
This information required on 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 1834 ("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).
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SCHEDULE 13D
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CUSIP NO. 92552V100 Page 2 of 8
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
FPR Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7. SOLE VOTING POWER
6,056,908
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
6,056,908
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,056,908
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (1)
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14. TYPE OF REPORTING PERSON
IA
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(1) Based upon shares outstanding as of July 27, 2018, as reported by the
Issuer on Form 10Q for the quarterly period ending June 30, 2018.
SCHEDULE 13D
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CUSIP NO. 92552V100 Page 3 of 8
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Andrew Raab
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,056,908
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
6,056,908
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,056,908
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (1)
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14. TYPE OF REPORTING PERSON
IN
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(1) Based upon shares outstanding as of July 27, 2018, as reported by the
Issuer on Form 10Q for the quarterly period ending June 30, 2018.
SCHEDULE 13D
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CUSIP NO. 92552V100 Page 4 of 8
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Bob Peck
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,056,908
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
6,056,908
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,056,908
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (1)
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14. TYPE OF REPORTING PERSON
IN
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(1) Based upon shares outstanding as of July 27, 2018, as reported by the
Issuer on Form 10Q for the quarterly period ending June 30, 2018.
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CUSIP NO. 92552V100 Page 5 of 8
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Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value of $0.0001 per
share (the "Common Stock"), of ViaSat, Inc., a Delaware corporation
(the "Issuer").
The address of the principal executive offices of ViaSat, Inc. is:
655 El Camino Real
Carlsbad, CA 92009
The Reporting Persons previously reported their beneficial ownership on
Schedule 13G (and amendments thereto) with respect to the Common Stock.
Item 2. Identity and Background
(a) This statement on Schedule 13D is jointly filed by and on behalf of FPR
Partners, LLC ("FPR"), Andrew Raab, and Bob Peck (collectively, the
"Reporting Persons"). The reported shares of Common Stock are
held directly by certain limited partnerships, collectively, the
"Funds". FPR acts as investment manager to the Funds and may be
deemed to indirectly beneficially own securities owned by the Funds.
Andrew Raab and Bob Peck are the Senior Managing Members of FPR
and sole beneficial owners of FPR and may be deemed to indirectly
beneficially own securities owned by FPR and the Funds. Each Fund has
a general partner that, pursuant to an investment management agreement
between such Fund and FPR, has delegated all investement and voting
decisions with respect to securities held bysuch Fund to FPR. As a
result, the Funds and their general partners disclaim all beneficial
ownership over the shares of Common Stock held by the Funds for the
purposes of Sections 13(d) or 13(g) of the Securities and Exchange Act of
1934 (the "Exchange Act"), and are not a reporting persons hereunder.
Each of the Reporting Persons declares that neither the filing of this
statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Sections 13(d) or 13(g) of the Exchange
Act, the beneficial owner of any of the securities covered by this
statement. The agreement among the Reporting Persons relating to
the joint filing of this Schedule 13D is attached as Exhibit 99.1
hereto.
(b) The address of the principal office of each Reporting Person is
199 Fremont Street, Suite 2500, San Francisco, CA 94105.
(c) FPR Partners, LLC is a registered investment advisor and is a
limited liability company organized under the laws of the State of
Delaware. Mr. Raab and Mr. Peck are United States citizens. The principal
business of FPR is to serve as an investment advisor to and manage the
investments of the Funds and certain other partnerships or limited
liability companies. The principal occupation of each of Mr. Raab
and Mr. Peck is to serve as Senior Managing Member of FPR.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors)
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws.
(f) FPR Partners, LLC is a limited liability company organized under the
laws of the State of Delaware. Mr. Raab and Mr. Peck are US citizens.
Item 3. Source and Amount of Funds or Other Consideration
The securities of the Issuer as to which this schedule is filed were
acquired by the Funds in the normal course of business.
The source of funds used for the purchase of the Issuer's securities
was the working capital of the Funds, including through the use of capital
contributions from their respective investors.
Item 4. Purpose of Transaction
The Reporting Persons have acquired the Issuer's Common Stock for
investment purposes, and such purchases have been made in the Reporting
Persons' ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further
purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from changes in
market prices of such Common Stock, changes in the Issuer's operations,
business strategy or prospects, or from sale or merger of the Issuer. To
evaluate such alternatives, the Reporting Persons will routinely monitor the
Issuer's operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions,
as well as alternative investment opportunities, liquidity requirements of
the Reporting Persons and other investment considerations. Consistent with
its investment research methods and evaluation criteria, the Reporting
Persons may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Persons' modifying their ownership of
Common Stock, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance, management or capitalization, or in proposing one or
more of the other actions described in subsections (a) through (j) of Item
4 of Schedule 13D.
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CUSIP NO. 92552V100 Page 6 of 8
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The Reporting Persons reserve the right to formulate other plans and/or
make other proposals, and take such actions with respect to their investment
in the Issuer, including any or all of the actions set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock
or dispose of all the Common Stock owned by them, in the public
market or privately negotiated transactions. The Reporting Persons may at
any time reconsider and change their plans or proposals relating to the
foregoing.
Item 5. Interest in Securities of the Issuer
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of
the cover pages of this Schedule 13D, the information set forth in Items
2 and 3 of this Schedule 13D is incorporated by reference in its entirety
into this Item 5.
(a),(b) As of August 14, 2018, FPR Partners, LLC, is the owner of
6,056,908 shares of the Issuer's Common Stock. Such shares represent
approximately 10.2% of the Issuer's outstanding shares of Common Stock, as
calculated based upon the 59,549,220 shares outstanding as of July 27,
2018, as reported by the Issuer in its Quarterly Report on Form 10-Q for the
period ending June 30, 2018, filed with the Securities and Exchange
Commission on August 9, 2018.
(c) During the sixty (60) days preceding the date of this report, the
Reporting Persons purchased the following shares of Common Stock in the open
market:
Please see Annex A attached hereto, which is incoporated in its entirety
into this Item 5.
(d) Not Applicable
(e) Not Applicable
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CUSIP NO. 92552V100 Page 7 of 8
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information contained Item 2 of this Schedule 13D is incorporated by
reference in its entirety into this Item 6.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Persons or between such persons and any other person with respect to any
securities of the Company, including but not limited to the transfer or
voting of any securities of the Company, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, divisions
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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CUSIP NO. 92552V100 Page 8 of 8
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 14, 2018
/s/ Andrew Raab
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Andy Raab
/s/ Bob Peck
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Bob Peck
/s/ Andy Raab
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Senior Managing Member
FPR Partners, LLC