SEC Form 4 · accession 0000921895-15-002876
Angie's List, Inc. · ANGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 24, 2015
Accepted (ET)
Dec 28, 2015 · 5:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001491778
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1,F2,F3,F5 | Dec 24, 2015 | P | 44,095 | $9.3881 | A | 5,165,959 | I | See Footnote |
| Common Stock, $0.001 par valueF1,F2,F4,F5 | Dec 28, 2015 | P | 54,029 | $9.3279 | A | 5,219,988 | I | See Footnote |
| Common Stock, $0.001 par valueF1,F2,F6 | holding | — | — | — | 481,178 | I | See Footnote | |
| Common Stock, $0.001 par valueF1,F2,F7 | holding | — | — | — | 646,248 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by TCS Capital Management, LLC ("TCS Capital") and Eric Semler (collectively, "the Reporting Persons").
- F2Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.11 to $9.49, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 3 and 4 to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.1175 to $9.4075, including commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 3 and 4 to this Form 4.
- F5Shares of Common Stock held directly by TCS Global Equity Master Fund, LP ("TCS Master"). TCS Capital may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by TCS Master because TCS Capital serves as the investment manager of TCS Master and has voting and investment power over such securities. Mr. Semler may be deemed to indirectly beneficially own the shares of common stock held directly by TCS Master because of his relationship with TCS Capital. Mr. Semler is the Managing Member of TCS Capital and may be deemed to direct all voting and investment decisions made by TCS Capital.
- F6Shares of Common Stock held directly by a certain managed account (the "Managed Account"). TCS Capital may be deemed to indirectly beneficially own the shares of common stock of the Issuer held directly by the Managed Account because TCS Capital serves as the investment manager of the Managed Account and has voting and investment power over such securities. Mr. Semler may be deemed to indirectly beneficially own the shares of common stock held directly by the Managed Account because of his relationship with TCS Capital. Mr. Semler is the Managing Member of TCS Capital and may be deemed to direct all voting and investment decisions made by TCS Capital.
- F7Shares of Common Stock held directly by an irrevocable family trust. Mr. Semler's spouse is the trustee of the trust. Mr. Semler disclaims beneficial ownership of the shares of common stock of the Issuer held directly by the irrevocable family trust, and the filing of this report is not an admission that Mr. Semler is the beneficial owner of such securities for purposes of Section 16 or any other purpose.