Statement of Changes in Beneficial Ownership (4)
May 27 2021 - 5:08PM
Edgar (US Regulatory)
FORM 4
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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
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Von Furstenberg Alexander |
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
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ARROW FINANCE, 555 WEST 18TH STREET, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2021 |
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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 $0.0001 (1) | 5/25/2021 | | J(1) | | 83423 | A | (1) | 83423 (2) | D | |
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 |
| Class B Common Stock, par value $0.0001 (3) | $0 | 5/25/2021 | | J (3) | | 446053 | | (4) | (4) | Common Stock, par value $0.0001 | 446053 | $0 | 446053 | D | |
| Restricted Stock Units | $0 | 5/14/2021 | | A | | 1095 | | 5/14/2022 (5) | 5/14/2024 (5) | Common Stock, par value $0.001 | 1095 | $0 | 1095 | D | |
| Restricted Stock Units (6) | $0 | 5/25/2021 | | J (6) | | 2690 | | 6/28/2021 (7) | 6/28/2021 (7) | Common Stock, par value $0.0001 | 2690 | $0 | 2690 | D | |
| Restricted Stock Units (6) | $0 | 5/25/2021 | | J (6) | | 3576 | | 6/12/2021 (8) | 6/12/2022 (8) | Common Stock, par value $0.0001 | 3576 | $0 | 3576 | D | |
| Restricted Stock Units (6) | $0 | 5/25/2021 | | J (6) | | 4039 | | 6/25/2021 (9) | 6/25/2023 (9) | Common Stock, par value $0.0001 | 4039 | $0 | 4039 | D | |
| Restricted Stock Units (6) | $0 | 5/25/2021 | | J (6) | | 1646 | | 5/14/2022 (5) | 5/14/2024 (5) | Common Stock, par value $0.0001 | 1646 | $0 | 1646 | 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) 66,004 shares of IAC common stock, par value $0.0001, held directly by the reporting person and (ii) 17,419 share units accrued under IAC's Non-Employee Director Deferred Compensation Plans as of the date of this report. |
| (3) | 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 pre-market on May 25, 2021. |
| (4) | 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. |
| (5) | Represents restricted stock units that vest in equal installments on each of May 14, 2022, 2023 and 2024, subject to continued service. |
| (6) | 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 restricted stock units, to reflect the Spin-Off. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off. |
| (7) | Represents restricted stock units, the last installment of which vests on June 28, 2021, subject to continued service. |
| (8) | Represents restricted stock units, which vest in two equal installments on each of June 12, 2021 and 2022, subject to continued service. |
| (9) | Represents restricted stock units that vest in equal installments on each of June 25, 2021, 2022 and 2023, subject to continued service. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Von Furstenberg Alexander
C/O ARROW FINANCE
555 WEST 18TH STREET, 5TH FLOOR
NEW YORK, NY 10011 | X |
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Signatures
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| Tanya M. Stanich as Attorney-in-Fact for Alexander Von Furstenberg | | 5/27/2021 |
| **Signature of Reporting Person | Date |
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