Statement of Changes in Beneficial Ownership (4)
May 27 2021 - 4:34PM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Diller Barry |
2. Issuer Name and Ticker or Trading Symbol
IAC/InterActiveCorp
[
IAC
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & Senior Executive |
|
(Last)
(First)
(Middle)
C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/25/2021 |
|
(Street)
NEW YORK, NY 10011
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_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 Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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, par value $0.0001 (1) | 5/25/2021 | | J(1) | | 172708 | A | (1) | 172708 | D | |
| Common Stock, par value $0.0001 (1) | 5/25/2021 | | J(1) | | 136711 | A | (1) | 136711 | I | Through trusts (for the benefit of the reporting person's family) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 |
| Class B Common Stock, par value $0.0001 (2) | $0 | 5/25/2021 | | J (2) | | 1651011 | | (3) | (3) | Common Stock, par value $0.0001 | 1651011 | $0 | 1651011 | D | |
| Class B Common Stock, par value $0.0001 (2) | $0 | 5/25/2021 | | J (2) | | 3692435 | | (3) | (3) | Common Stock, par value $0.0001 | 3692435 | $0 | 3692435 | I | Through trusts (for the benefit of members of the reporting person's family) |
| Options to Purchase Common Stock, par value $0.0001 (4) | $13.7121 | 5/25/2021 | | J (4) | | 500000 | | 5/25/2021 | 3/29/2025 | Common Stock, par value $0.0001 | 500000 | $0 | 500000 | D | |
| Options to Purchase Common Stock, par value $0.0001 (4) | $17.1397 | 5/25/2021 | | J (4) | | 500000 | | 5/25/2021 | 3/29/2025 | Common Stock, par value $0.0001 | 500000 | $0 | 500000 | D | |
| Restricted Stock Units (5) | $0 | 5/25/2021 | | J (5) | | 361475 | | 11/5/2025 (6) | 11/5/2025 (6) | Common Stock, par value $0.0001 | 361475 | $0 | 361475 | D | |
| Explanation of Responses: |
| (1) | Reflects shares of IAC common stock, par value $0.0001, received in respect of shares of IAC common stock, par value $0.001, in connection with a reclassification effected in connection with (and immediately preceding) the spin-off by IAC of Vimeo, Inc. (the "Spin-Off") on May 25, 2021. |
| (2) | Reflects shares of IAC Class B common stock, par value $0.0001, received in respect of shares of IAC Class B common stock, par value $0.001, in connection with a reclassification effected in connection with (and immediately preceding) the Spin-Off on May 25, 2021. |
| (3) | Shares of IAC Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of IAC common stock at any time and do not have an expiration date. Each share of IAC Class B common stock is entitled to ten votes per share and each share of IAC common stock is entitled to one vote per share. |
| (4) | In connection with the Spin-Off, IAC stock options were converted into IAC and Vimeo, Inc. stock options, with adjustments (to maintain pre- and post-Spin-Off values) to, in the case of IAC stock options, the per share exercise prices to reflect the Spin-Off. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off. Reflects IAC stock options, as adjusted on the basis described immediately above. |
| (5) | Reflects previously granted IAC restricted stock units with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC common stock underlying such awards, to reflect the Spin-Off. These previously granted awards have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off. |
| (6) | Represents restricted stock units that vest in one lump sum installment on November 5, 2025, subject to continued service, and with partial vesting upon certain terminations of employment. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Diller Barry
C/O IAC/INTERACTIVECORP
555 WEST 18TH STREET
NEW YORK, NY 10011 | X |
| Chairman & Senior Executive |
|
Signatures
|
| Tanya M. Stanich as Attorney-in-Fact for Barry Diller | | 5/27/2021 |
| **Signature of Reporting Person | Date |
IAC (NASDAQ:IAC)
Historical Stock Chart
From Mar 2024 to Apr 2024
IAC (NASDAQ:IAC)
Historical Stock Chart
From Apr 2023 to Apr 2024
