SEC Form 4 · accession 0001491778-17-000129
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
Jun 15, 2017
Accepted (ET)
Jun 16, 2017 · 4:18 pm EDT
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 | Jun 15, 2017 | M | 119,387 | $0.00 | A | 482,223 | D | |
| Common StockF2 | Jun 15, 2017 | F | 56,053 | $11.82 | D | 426,170 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock Units (PRSU)F4,F3,F5,F6 | — | Jun 15, 2017 | M | 119,387 | D | — | — | Common Stock | 119,387 | 417,847 | D |
Explanation of responses
- F1Reflects the gross number of shares of the Issuer's common stock, before tax, that were to be acquired upon settlement of the corresponding PRSUs listed in Table II. Actual shares were issued net of shares withheld by the Issuer on behalf of the reporting person for tax purposes.
- F2Represents the number of shares of the Issuer's common stock withheld by the Issuer on behalf of the reporting person to be applied toward the tax obligation created by the vesting of the corresponding PRSUs listed in Table II. This withholding was completed pursuant to an election of the "withhold to cover" option set forth under the Amended and Restated Omnibus Incentive Plan for such purposes.
- F3Each 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 PRSUs.
- F4On June 15, 2017, Mr. Durchslag earned the third tranche of the PRSUs described in Footnote 5, and accordingly, 119,387 PRSUs vested as of that date. The remaining 119,384 PRSUs under the third tranche of this award will vest ratably on a quarterly basis over a one-year period thereafter, contingent upon continued employment on such vesting dates.
- F5On 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. The third PRSU tranche, representing 238,771 PRSUs, was earned on June 15, 2017 and commenced vesting as of that date. If earned, the fourth PRSU tranche would vest one-half upon achievement of the corresponding stock price target, and the remaining one-half of the tranche would vest ratably on a quarterly basis over a one-year period thereafter, contingent upon continued employment on such vesting dates.
- F6The first, second and third tranches have been earned and commenced vesting. 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.