Statement of Changes in Beneficial Ownership (4)
November 06 2020 - 8:29AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
LEVIN JOSEPH |
2. Issuer Name and Ticker or Trading Symbol
IAC/InterActiveCorp
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IAC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO |
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(Last)
(First)
(Middle)
C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2020 |
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(Street)
NEW YORK, NY 10011
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.001 | 11/5/2020 | | A(1) | | 3000000 | A | $0 | 3000000 | D | |
| Common Stock, par value $0.001 | | | | | | | | 199433 (2) | I | Held through grantor retained annuity trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Represents restricted shares of IAC common stock awarded to Mr. Levin in connection with Mr. Levin's entry into the Restricted Stock Agreement, dated as of November 5, 2020, with IAC. The restricted stock award will cliff vest on the ten-year anniversary of the grant date, subject to Mr. Levin's continued employment through the vesting date and the satisfaction of applicable stock price performance goals. Some or all of the shares of IAC common stock covered by the award may vest earlier than the ten-year anniversary upon a qualifying termination of employment or an election to measure performance on an earlier date beginning on the sixth anniversary of the grant date. Mr. Levin will have the right to vote such shares of IAC common stock during the restricted period and will be entitled to receive ordinary cash dividends on the shares during the restricted period only to the extent that the stock price performance goals have been met as of the dividend record date. |
| (2) | Represents contribution by Mr. Levin of shares of Common Stock to a grantor retained annuity trust, which transfer is exempt from reporting pursuant to Rule 16a-13. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LEVIN JOSEPH
C/O IAC/INTERACTIVECORP
555 WEST 18TH STREET
NEW YORK, NY 10011 | X |
| CEO |
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Signatures
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| Tanya Stanich as Attorney-in-Fact for Joseph Levin | | 11/6/2020 |
| **Signature of Reporting Person | Date |
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