SEC Form 4
| 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 ANGI Homeservices 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) 06/30/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Class B common stock, par value $0.001 | (1) | 06/30/2020 | J(2)(3)(4) | 421,756,247 | (1) | (1) | Class A Common Stock, par value $0.001 | 421,756,247 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares of Class B common stock of ANGI Homeservices Inc. ("ANGI") were convertible at the option of the holder on a one-for-one basis into shares of ANGI Class A common stock at any time and did not have an expiration date. Each share of ANGI Class B common stock was entitled to ten votes per share and each share of ANGI Class A common stock was entitled to one vote per share. |
| 2. Pursuant to the terms of the transaction agreement, dated as of December 19, 2019 (as amended, the "Transaction Agreement") by and among (i) the Reporting Person and now known as Match Group, Inc. ("New Match"), (ii) IAC Holdings, Inc., a Delaware corporation ("IAC Holdings") (now known as IAC/InterActiveCorp ("New IAC")), (iii) Valentine Merger Sub LLC, a Delaware limited liability company, and now known as Match Group Holdings II, LLC, and (iv) Match Gourp, Inc. ("Match") (collectively, the "Parties"), the Parties completed the separation of the businesses of Match from the remaining businesses of the Reporting Person through a series of transactions that resulted in the pre-transaction stockholders of the Reporting Person owning shares in two, separate public companies - (continued next footnote) |
| 3. (1) New Match, which retained the businesses of Match and certain financing subsidiaries of the Reporting Person (the "Match Businesses"), and (2) New IAC, which was renamed "IAC/InterActiveCorp" and which owns IAC's other businesses (the "IAC Businesses") - and the pre-transaction stockholders of Match (other than the Reporting Person) owning shares in New Match (the "Separation"). |
| 4. Prior to the completion of the Separation, the Reporting Person transferred to IAC Holdings the IAC Businesses in certain internal restructuring transactions, including the indirect transfer of IAC's ownership interests in the Issuer to New IAC through the direct transfer of IAC Group LLC, the entity that holds Reporting Person's shares in the Issuer, to New IAC. |
| Remarks: |
| /s/ Jared Sine, General Counsel and Secretary | 07/02/2020 | |
| ** 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. | ||