SEC Form 4 · accession 0001491778-17-000058
Angie's List, Inc. · ANGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Semler
Director · 10% Owner
Period of report
Feb 28, 2017
Accepted (ET)
Mar 1, 2017 · 5:25 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 28, 2017 | M | 1,829 | $0.00 | A | 7,313 | D | |
| Common StockF2 | holding | — | — | — | 5,434,102 | I | See Footnote 2 | |
| Common StockF3 | holding | — | — | — | 481,178 | I | See Footnote 3 | |
| Common StockF4 | holding | — | — | — | 646,248 | I | See Footnote 4 |
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)F5,F6,F7 | — | Feb 28, 2017 | M | 1,829 | D | — | — | Common Stock | 1,829 | 0 | D |
| Restricted Stock Units (RSU)F5,F8,F7 | — | Feb 28, 2017 | A | 25,328 | A | — | — | Common Stock | 25,328 | 25,328 | D |
Explanation of responses
- F1Reflects the number of shares of the Issuer's common stock that were acquired upon settlement of the corresponding RSUs listed in Table II.
- F2Shares of the Issuer's common stock held directly by TCS Global Equity Master Fund, LP ("TCS Master"). TCS Capital Management, LLC ("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. Mr. Semler disclaims beneficial ownership of the shares of common stock held by TCS Master except to the extent of his pecuniary interest therein.
- F3Shares of the Issuer's 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. Mr. Semler disclaims beneficial ownership of the shares of common stock held by the Managed Account except to the extent of his pecuniary interest therein.
- F4Shares of the Issuer's 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.
- F5Each 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.
- F6On February 29, 2016, Mr. Semler was granted 7,313 RSUs, vesting in four equal quarterly installments over a one-year period from the date of grant.
- F7There is no expiration date with respect to the RSUs granted. Units will either vest or be forfeited.
- F8The RSUs vest in four equal quarterly installments over a one-year period from the date of grant.