SEC Form 4 · accession 0001491778-17-000226
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
Sep 29, 2017
Accepted (ET)
Oct 3, 2017 · 9:47 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 | Sep 29, 2017 | D | 103,967 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F2,F3 | $17.99 | Sep 29, 2017 | D | 210,436 | D | — | Mar 4, 2023 | Common Stock | 210,436 | 0 | D |
| Stock Options (right to buy)F2,F4 | $13.13 | Sep 29, 2017 | D | 192,800 | D | — | Mar 11, 2024 | Common Stock | 192,800 | 0 | D |
| Stock Options (right to buy)F2,F5 | $6.74 | Sep 29, 2017 | D | 86,943 | D | — | Feb 27, 2025 | Common Stock | 86,943 | 0 | D |
| Restricted Stock Units (RSU)F6,F5,F7,F8 | — | Sep 29, 2017 | D | 21,884 | D | — | — | Common Stock | 21,884 | 0 | D |
| Performance Stock Options (right to buy)F9 | $6.74 | Sep 29, 2017 | D | 14,012 | D | — | Feb 27, 2025 | Common Stock | 14,012 | 0 | D |
| Stock Options (right to buy)F2,F10 | $8.82 | Sep 29, 2017 | D | 87,457 | D | — | Feb 26, 2026 | Common Stock | 87,457 | 0 | D |
| Restricted Stock Units (RSU)F6,F7,F11,F8 | $0.00 | Sep 29, 2017 | D | 46,060 | D | — | — | Common Stock | 46,060 | 0 | D |
Explanation of responses
- F1On September 29, 2017, the closing date of the transactions (the "Closing") contemplated by the Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017 (the "Merger Agreement"), by and among Angie's List, Inc. ("Angie's List"), IAC/InterActiveCorp, ANGI Homeservices Inc. ("ANGI Homeservices") and Casa Merger Sub, Inc., the outstanding shares of common stock of Angie's List ("Angie's List Common Stock") held by the Reporting Person were cancelled and converted on a 1:1 basis into shares of Class A common stock of ANGI Homeservices ("ANGI Homeservices Class A Common Stock").
- F10These stock options were granted on February 26, 2016 and vested 25% on February 26, 2017 with the remaining 75% vesting in equal monthly installments over a three-year period thereafter.
- F11These RSUs were granted on February 26, 2016 and vested 25% on February 26, 2017 with the remaining 75% vesting in equal quarterly installments over a three-year period thereafter.
- F2In connection with the Closing and pursuant to the Merger Agreement, the outstanding options to purchase shares of Angie's List Common Stock were converted on a 1:1 basis into options to purchase shares of ANGI Homeservices Class A Common Stock, subject to the same terms and conditions, including vesting and the per share exercise price, as applied to such options to purchase Angie's List Common Stock immediately prior to the Closing.
- F3These stock options were granted on March 4, 2013 and were fully vested prior to the Closing.
- F4These stock options were granted on March 11, 2014 and are vesting in four equal annual installments over a four-year period from the date of grant.
- F5These stock options and RSUs were granted on February 27, 2015 and are vesting in four equal annual installments over a four-year period from the date of grant.
- F6Each 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.
- F7In connection with the Closing and pursuant to the Merger Agreement, the outstanding Angie's List RSUs were converted on a 1:1 basis into RSUs for shares of ANGI Homeservices Class A Common Stock, subject to the same terms and conditions, including vesting, as applied to such RSUs for shares of Angie's List Common Stock immediately prior to the Closing.
- F8There is no expiration date with respect to RSUs.
- F9The outstanding Angie's List performance stock options were earned as of September 29, 2017 and were henceforth subject to time-based vesting with 75% of such options scheduled to vest on February 27, 2018 and the remaining 25% of such options scheduled to vest on February 27, 2019. In connection with the Closing and pursuant to the Merger Agreement, the outstanding options to purchase shares of Angie's List Common Stock were converted on a 1:1 basis into options to purchase shares of ANGI Homeservices Class A Common Stock, subject to the same terms and conditions, including vesting and the per share exercise price, as applied to such options to purchase Angie's List Common Stock immediately prior to the Closing.