SEC Form 4 · accession 0001491778-17-000073
Angie's List, Inc. · ANGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A Durchslag
Officer — President & CEO · Director
Period of report
Mar 8, 2017
Accepted (ET)
Mar 10, 2017 · 4:39 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 | Mar 8, 2017 | M | 29,991 | $0.00 | A | 290,708 | D | |
| Common StockF1 | Mar 8, 2017 | M | 59,692 | $0.00 | A | 350,400 | D | |
| Common StockF3,F4 | Mar 10, 2017 | S | 40,358 | $5.5071 | D | 310,042 | 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)F5,F6,F7 | $0.00 | Mar 8, 2017 | M | 29,991 | D | — | — | Common Stock | 29,991 | 299,904 | D |
| Performance Restricted Stock Units (PRSU)F8,F5,F9,F10 | — | Mar 8, 2017 | M | 59,692 | D | — | — | Common Stock | 59,692 | 596,926 | D |
Explanation of responses
- F1Reflects the number of shares of the Issuer's common stock acquired upon settlement of the corresponding RSUs/PRSUs listed in Table II.
- F10The first and second of the four PRSU tranches were earned during 2015 and have commenced vesting. The third PRSU tranche expires if the corresponding stock price target is not achieved within a three-year performance period following the date of grant. The fourth PRSU tranche expires if the corresponding stock price target is not achieved within a four-year performance period following the date of grant. Once earned, there is no expiration date with respect to the PRSUs granted. Units will either vest or be forfeited.
- F2Shares disposed of pursuant to a previously established Rule 10b5-1 Plan, the intended purpose of which is to allow the reporting person to sell shares of the Issuer's common stock to be applied toward the tax obligation resulting from the vesting of RSUs/PRSUs.
- F3Represents the number of shares of the Issuer's common stock sold by the reporting person to be applied toward the tax obligation created by the vesting of RSUs/PRSUs on March 8, 2017. This sale was completed pursuant to an election of the "sell to cover" option set forth under the Amended and Restated Omnibus Incentive Plan for such purposes.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.47 to $5.60, inclusive. The reporting person undertakes 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 sold at each separate price within ranges set forth in this Form 4.
- F5Each RSU/PRSU 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/PRSUs.
- F6On September 8, 2015, Mr. Durchslag was granted 479,846 RSUs, one-fourth of which vested on the first anniversary of the date of grant. The remaining three-fourths of the RSUs granted are vesting ratably on a quarterly basis over a three-year period from September 8, 2016, contingent upon continued employment on such vesting dates.
- F7There is no expiration date with respect to the RSUs granted. Units will either vest or be forfeited.
- F8Represents quarterly installment of the vesting of the PRSUs described in Footnote 9. The remaining 119,384 PRSUs from the first and second tranches of this award will vest ratably over the next two quarters.
- F9On September 8, 2015, Mr. Durchslag was granted 955,084 PRSUs, comprised of four individual tranches, each representing 238,771 PRSUs, with separate performance criteria. The first and second of the four PRSU tranches, representing 477,542 PRSUs, were earned during 2015 and commenced vesting as of the first anniversary of the date of grant. Any PRSU tranche earned subsequent to the first anniversary of the date of grant will vest one-half upon achievement of the corresponding stock price target, and the remaining one-half of any such tranche will vest ratably on a quarterly basis over a one-year period thereafter, contingent upon continued employment on such vesting dates.