Statement of Changes in Beneficial Ownership (4)
May 27 2021 - 04:36PM
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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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 |
(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)
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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 $0.0001 (1) | 5/25/2021 | | J(1) | | 3088181 | A | (1) | 3088181 (2) | D | |
Common Stock, par value $0.0001 (1) | 5/25/2021 | | J(1) | | 199433 | A | (1) | 199433 | 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 |
Options to Purchase Common Stock, par value $0.0001 (3) | $13.4784 | 5/25/2021 | | J (3) | | 100000 | | 5/25/2021 | 8/1/2024 | Common Stock, par value $0.0001 | 100000 | $0 | 100000 | D | |
Options to Purchase Common Stock, par value $0.0001 (3) | $15.7064 | 5/25/2021 | | J (3) | | 400000 | | 5/25/2021 | 6/24/2025 | Common Stock, par value $0.0001 | 400000 | $0 | 400000 | D | |
Options to Purchase Common Stock, par value $0.0001 (3) | $8.2070 | 5/25/2021 | | J (3) | | 200000 | | 5/25/2021 | 2/10/2026 | Common Stock, par value $0.0001 | 200000 | $0 | 200000 | D | |
Options to Purchase Common Stock, par value $0.0001 (3) | $15.4503 | 5/25/2021 | | J (3) | | 300000 | | 5/25/2021 | 2/14/2027 | Common Stock, par value $0.0001 | 300000 | $0 | 300000 | 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") pre-market on May 25, 2021. |
(2) | Includes:(i) 88,181 shares of IAC common stock held directly by Mr. Levin and (ii) 3,000,000 restricted shares of IAC common stock. The shares of restricted stock cliff vest on the ten-year anniversary of the grant date (November 5, 2020), subject to Mr. Levin's continued employment through the vesting date and the satisfaction of applicable stock price performance goals (as amended to reflect the Spin-Off). Some or all of the shares of restricted stock may vest earlier 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 has the right to vote the shares of restricted stock during the restricted period and is entitled to receive ordinary cash dividends on such shares during the restricted period, but only to the extent that the applicable stock price performance goals have been met as of the dividend record date. |
(3) | 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. |
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 | | 5/27/2021 |
**Signature of Reporting Person | Date |
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