FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ( ) Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instructions 1(b). 1. Name and Address of Reporting 2. Issuer Name and 3. IRS or Social 4. Statement 5. If Amendment, Person Ticker or Trading Security for Date of Symbol Number of Month/Year Original Reporting Person (Month/Year) (Voluntary) Sayre, Scott E. Viad Corp 02-05-2003 Viad Corp VVI Viad Tower, Station 1012 Phoenix, AZ 85077-1012 6. Relationship of Reporting Person to Issuer (Check all applicable) _Director _10% Owner _Officer (give title below) _Other (specify below) X VP-General Counsel & Secretary 7. Individual or Joint/Group Reporting [X] Form Filed by One Reporting Person [ ] Form Filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially owned 1. Title of 2. Trans- 3. Trans- 4. Securities aquired (A) 5. Amount of 6. Owner- 7. Nature of Indirect Security action action or Disposed of (D) Securities Ship Beneficial Ownership (Instr. 3) Date Code (Instr. 3, 4 and 5) Beneficially Form: (Instr. 4) (Instr. Owned at Direct (Month/ 8) (A) End of Month (D) or Day/ or (Instr. 3 Indirect Year) Code V Amount (D) Price and 4) (I) Common Stock 02-05-2003 M 4,122 A $10.56 D Common Stock 02-05-2003 F 2,004 D $21.72 D (a) Common Stock 02-06-2003 S 2,226 D $21.27 41,918 D Common Stock 26.674 A 2,777.304 I 401K Plan (b) Table II - Derivative Securities Acquired, Disposed of, or Beneficially owned (e.g., puts, calls, warrants, options, convertable securities) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Title of Con- Trans- Trans- Number of Date exer- Title and Amount Price Number Owner- Nature Derivative version action action Derivative cisable and of Underlying of of Ship of Security or Date Code Securities Expiration Securities Deriv- Deriv- Form Indirect (Instr. 3) Exercise (Instr. Acquired (A) Date (Instr. 3 and 4) ative ative of Bene- Price of 8) or Disposed (Month/ Secu- Secu- Deriv- ficial Deriv- of (D) Day/Year) rity rities ative Owner- ative (Instr. 3, (Instr. Bene- Secu- ship Security 4 and 5) 5) fically rity: (Instr. Owned Direct 4) at end (D) or ( Amount of Indi- Month/ C Date Expi- or Month rect Day/ O Exer- ra- Number (Instr. (I) Year D cis- tion of 4) (Instr. ) E V (A) (D) able Date Title Shares 4) Option-right to buy $10.56 02-05 M 4,122 02-18 02-17 Common Stock 4,122 None D -2003 -1995 -2003 (c) Explanation of responses: a. Delivered 2,004 shares in partial payment of exercise of 4,122 shares and, in addition, delivered $1.44 in cash. b. The information reported is as of January 31, 2003. c. Granted February, 1993, pursuant to 1992 Stock Incentive Plan. Signature of Reporting Person: /s/Scott E. Sayre -------------------------------------------------- Scott E. Sayre