SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Crestview Partners IV GP, L.P. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VIAD CORP [ VVI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/23/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2021		A		2,790(1)	A	$0	5,452	I	See Footnotes(2)(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Crestview Partners IV GP, L.P. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Crestview IV VC TE Holdings, LLC (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Crestview IV VC Holdings, L.P. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Crestview IV VC CI Holdings, L.P. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Crestview Advisors, L.L.C. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Cassidy Brian P (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. Represents an award of 2,790 restricted shares of 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 shares of restricted Common Stock are scheduled to vest on February 23, 2022, 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 shares of restricted Common Stock granted to him to Crestview Advisors, L.L.C.

2. 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.

3. 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.

4. 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).

5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Statement

	By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel	02/25/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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