SEC Form 4 · accession 0001491778-16-000200
Angie's List, Inc. · ANGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Mark Howell
Officer — Chief Operating Officer
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 7:18 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 StockF1 | Feb 27, 2016 | M | 10,942 | $0.00 | A | 60,942 | D | |
| Common StockF2 | Feb 27, 2016 | F | 3,502 | $0.00 | D | 57,440 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (RSU)F3,F4,F5 | $0.00 | Feb 26, 2016 | A | 73,696 | A | — | — | Common Stock | 73,696 | 73,696 | D |
| Stock Options (right to buy)F6 | $8.82 | Feb 26, 2016 | A | 135,416 | A | — | Feb 26, 2026 | Common Stock | 135,416 | 135,416 | D |
| Restricted Stock Units (RSU)F3,F7,F5 | — | Feb 27, 2016 | M | 10,942 | D | — | — | Common Stock | 10,942 | 69,917 | D |
Explanation of responses
- F1Reflects the gross number of shares of common stock, before tax, that were to be acquired upon settlement of the corresponding RSUs listed in Table II. Actual shares were issued net of the minimum statutory tax withholding requirement to be paid by the Issuer on behalf of the reporting person.
- F2Represents the number of shares required to be withheld by the Issuer on behalf of the reporting person to cover tax withholding obligations in connection with the vesting of the corresponding RSUs listed in Table II. This withholding is mandated by the Issuer's election of the "withhold to cover" option set forth under its Amended and Restated Omnibus Incentive Plan for the purposes of satisfying the tax obligations for RSU settlement transactions.
- F3Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement, and there is no exercise price associated with the RSUs.
- F4The RSUs vest such that one-fourth of the RSUs awarded vest on the first anniversary of the date of grant, and the remaining three-fourths of the RSUs awarded vest ratably on a quarterly basis over a three-year period thereafter.
- F5There is no expiration date with respect to the RSUs granted. Units will either vest or be forfeited.
- F6The stock options vest such that one-fourth of the stock options awarded vest on the first anniversary of the grant date, and the remaining three-fourths of the stock options awarded vest ratably on a monthly basis over a three-year period thereafter.
- F743,768 of the RSUs began vesting in four equal annual installments on February 27, 2016. The remaining 37,091 RSUs vest on August 27, 2016.