| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Angie's List, Inc. [ ANGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/29/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/29/2017 | D | 20,924 | D | $0(1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $7.6275 | 09/29/2017 | D | 6,800 | (2)(3) | 10/04/2020 | Common Stock | 6,800 | $0(2) | 0 | D | ||||
| Stock Options (right to buy) | $8.5 | 09/29/2017 | D | 145,000 | (2)(3) | 08/11/2021 | Common Stock | 145,000 | $0(2) | 0 | D | ||||
| Stock Options (right to buy) | $22.02 | 09/29/2017 | D | 15,840 | (2)(3) | 07/31/2023 | Common Stock | 15,840 | $0(2) | 0 | D | ||||
| Stock Options (right to buy) | $9.9 | 09/29/2017 | D | 46,900 | (2)(4) | 05/19/2024 | Common Stock | 46,900 | $0(2) | 0 | D | ||||
| Stock Options (right to buy) | $6.74 | 09/29/2017 | D | 43,312 | (2)(5) | 02/27/2025 | Common Stock | 43,312 | $0(2) | 0 | D | ||||
| Restricted Stock Units (RSU) | (6) | 09/29/2017 | D | 5,415 | (5)(7) | (8) | Common Stock | 5,415 | $0(7) | 0 | D | ||||
| Performance Stock Options (right to buy) | $6.74 | 09/29/2017 | D | 3,503 | (9) | 02/27/2025 | Common Stock | 3,503 | $0(9) | 0 | D | ||||
| Stock Options (right to buy) | $8.82 | 09/29/2017 | D | 31,250 | (2)(10) | 02/26/2026 | Common Stock | 31,250 | $0(2) | 0 | D | ||||
| Restricted Stock Units (RSU) | $0.0(6) | 09/29/2017 | D | 10,629 | (7)(11) | (8) | Common Stock | 10,629 | $0(7) | 0 | D | ||||
| Explanation of Responses: |
| 1. On 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"). |
| 2. 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. |
| 3. These stock options were fully vested prior to the Closing. |
| 4. These stock options were granted on May 19, 2014 and are vesting in four equal annual installments over a four-year period from the date of grant. |
| 5. These 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. |
| 6. Each 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. |
| 7. In 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. |
| 8. There is no expiration date with respect to RSUs. |
| 9. The 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. |
| 10. These 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. |
| 11. These 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. |
| Remarks: |
| /s/ Shannon M. Shaw, as Attorney-in-fact | 10/03/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
