Form 4 for PRSU Pursuit Attractions & Hospitality, Inc.

Accepted 2022-02-25 00:00:00 ET · period of report 2022-02-23 · accession 0000950103-22-003406 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2022-02-25	2022-02-23	PRSU	Crestview IV VC TE Holdings, LLC	Dir, 10%	A - Grant	$0.00	+3,681	9,133	+68%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-02-23	A	A	3,681	$0.00	9,133	I See Footnotes	—	—	(F1) Represents an award of restricted stock units ("RSUs") with respect to 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 RSUs are scheduled to vest on February 23, 2023, 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 RSUs (including the shares of Common Stock thereunder) granted to him to Crestview Advisors, L.L.C. (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. (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.