SEC Form 4 · accession 0001491778-17-000239
Angie's List, Inc. · ANGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Susan Thronson
Director
Period of report
Sep 29, 2017
Accepted (ET)
Oct 3, 2017 · 9:51 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 | 20,317 | $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 | $11.00 | Sep 29, 2017 | D | 7,987 | D | — | Oct 31, 2022 | Common Stock | 7,987 | 0 | D |
| Stock Options (right to buy)F2 | $23.21 | Sep 29, 2017 | D | 6,800 | D | — | May 7, 2023 | Common Stock | 6,800 | 0 | D |
| Stock Options (right to buy)F2 | $10.00 | Sep 29, 2017 | D | 28,800 | D | — | May 13, 2024 | Common Stock | 28,800 | 0 | D |
| Stock Options (right to buy)F2 | $6.74 | Sep 29, 2017 | D | 42,993 | D | — | Feb 27, 2025 | Common Stock | 42,993 | 0 | D |
| Stock Options (right to buy)F2 | $8.82 | Sep 29, 2017 | D | 14,062 | D | — | Feb 26, 2026 | Common Stock | 14,062 | 0 | D |
| Restricted Stock Units (RSU)F4,F3,F5 | — | Sep 29, 2017 | D | 12,664 | D | — | — | Common Stock | 12,664 | 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").
- F2In connection with the Closing and pursuant to the Merger Agreement, the outstanding options to purchase shares of Angie's List Common Stock, which were fully vested at the time of the Closing, 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 the per share exercise price, as applied to such options to purchase Angie's List Common Stock immediately prior to the Closing.
- 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.
- F4In 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 as applied to such RSUs for shares of Angie's List Common Stock immediately prior to the Closing. Upon conclusion of the Reporting Person's service as a member of the Angie's List Board of Directors, the vesting of the RSUs was subsequently accelerated in full, resulting in the conversion of such RSUs into shares of ANGI Homeservices Class A Common Stock.
- F5There is no expiration date with respect to RSUs.