| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Angi Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 (Title of Class of Securities) |
00183L102 (CUSIP Number) |
01/28/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 00183L102 |
| 1 | Names of Reporting Persons HighSage Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,345,961.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The percentage of the shares of Class A Common Stock reported beneficially owned by the Reporting Person is based on 75,249,787 shares of Class A Common Stock outstanding as of November 8, 2024, as reported in the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission (the "Commission") on November 12, 2024.
SCHEDULE 13G |
| CUSIP No. | 00183L102 |
| 1 | Names of Reporting Persons Stier Jennifer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,149,286.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
Comment for Type of Reporting Person:
The percentage of the shares of Class A Common Stock reported beneficially owned by the Reporting Person is based on 75,249,787 shares of Class A Common Stock outstanding as of November 8, 2024, as reported in the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2024, filed with the Commission on November 12, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Angi Inc. | |
| (b) | Address of issuer's principal executive
offices: 3601 Walnut Street, Denver, Colorado, 80205 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of HighSage Ventures LLC and Jennifer Stier (together, the "Reporting Persons"). The shares of Class A Common Stock reported herein are directly held by certain limited liability companies managed by either HighSage Ventures LLC or Jennifer Stier. Jennifer Stier is the manager of HighSage Ventures LLC. The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1. | |
| (b) | Address or principal business office or, if
none, residence: For each Reporting Person: 200 Clarendon Street, 59th Floor, Boston, MA 02116 | |
| (c) | Citizenship: HighSage Ventures LLC: Delaware
Jennifer Stier: United States | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.001 | |
| (e) | CUSIP No.: 00183L102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G. | |
| (b) | Percent of class: HighSage Ventures LLC: 1.8 %
Jennifer Stier: 5.5 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: HighSage Ventures LLC: 0
Jennifer Stier: 0 | ||
| (ii) Shared power to vote or to direct the
vote: HighSage Ventures LLC: 1,345,961
Jennifer Stier: 4,149,286 | ||
| (iii) Sole power to dispose or to direct the
disposition of: HighSage Ventures LLC: 0
Jennifer Stier: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: HighSage Ventures LLC: 1,345,961
Jennifer Stier: 4,149,286 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The shares of Class A Common Stock reported herein are directly held by certain limited liability companies, each of which has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock that it directly owns. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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|
Exhibit
Information |
Exhibit 1: Joint Filing Agreement, dated February 4, 2025 |