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 |
| |||||||||||||||
| 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 Vimeo, Inc. [ VMEO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 05/25/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 05/25/2021 | A(1) | 30,809 | A | (1) | 30,809 | I | By Claremount V Associates, L.P.(2)(7)(8) | ||
| Common Stock | 05/25/2021 | A(1) | 79,902 | A | (1) | 79,902 | I | By Claremount VI Associates, L.P.(3)(7)(8) | ||
| Common Stock | 05/25/2021 | A(1) | 1,666,518 | A | (1) | 1,666,518 | I | By Thrive Capital Partners V, L.P.(4)(7)(8) | ||
| Common Stock | 05/25/2021 | A(1) | 2,525,739 | A | (1) | 2,525,739 | I | By Thrive Capital Partners VI, L.P.(5)(7)(8) | ||
| Common Stock | 05/25/2021 | A(1) | 1,549,885 | A | (1) | 1,549,885 | I | By Thrive Capital Partners VI Growth, L.P.(6)(7)(8) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Shares acquired in connection with the spin-off of the Issuer from IAC/InterActiveCorp ("IAC") that was completed on May 25, 2021, pursuant to which each share of Vimeo.com, Inc., formerly known as Vimeo, Inc. ("Vimeo"), capital stock issued and outstanding immediately prior to the completion of the spin-off and owned by a non-IAC Vimeo stockholder (other than any dissenting shares) was automatically cancelled and converted into 1.0143 shares of the Issuer's common stock. |
| 2. Shares held by Claremount V Associates, L.P. ("Claremount V"). |
| 3. Shares held by Claremount VI Associates, L.P. ("Claremount VI"). |
| 4. Shares held by Thrive Capital Partners V, L.P. ("Thrive V"). |
| 5. Shares held by Thrive Capital Partners VI, L.P. ("Thrive VI"). |
| 6. Shares held by Thrive Capital Partners VI Growth, L.P. ("Thrive VI Growth" and together with Claremount V, Claremount VI, Thrive V and Thrive VI, the "Thrive Capital Funds"). |
| 7. The general partner of each of Thrive V and Claremount V is Thrive Partners V GP, LLC ("Thrive V GP"). The general partner of each of Thrive VI, Thrive VI Growth and Claremount VI is Thrive Partners VI GP, LLC ("Thrive VI GP" and together with Thrive V GP, the "Thrive General Partners"). Joshua Kushner is the sole managing member of each of the Thrive General Partners, and, in his capacity as managing member, may have voting and investment power over the shares held by each of the Thrive Capital Funds. Each of the foregoing entities and Mr. Kushner disclaim beneficial ownership of the shares held of record by the Thrive Capital Funds except to the extent of their pecuniary interest therein. |
| 8. Nabil Mallick, a General Partner at Thrive Capital, has been deputized to represent the reporting persons on the board of directors of the Issuer. By virtue of Mr. Mallick's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the reporting persons may be deemed directors by deputization of the Issuer. Mr. Mallick has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes. |
| Remarks: |
| THRIVE PARTNERS V GP, LLC, By: /s/ Joshua Kushner, Managing Member | 05/27/2021 | |
| THRIVE PARTNERS VI GP, LLC, By: /s/ Joshua Kushner, Managing Member | 05/27/2021 | |
| THRIVE CAPITAL PARTNERS V, L.P., By: Thrive Partners V GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member | 05/27/2021 | |
| CLAREMOUNT V ASSOCIATES, L.P., By: Thrive Partners V GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member | 05/27/2021 | |
| THRIVE CAPITAL PARTNERS VI, L.P., By: Thrive Partners VI GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member | 05/27/2021 | |
| THRIVE CAPITAL PARTNERS VI GROWTH, L.P., By: Thrive Partners VI GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member | 05/27/2021 | |
| CLAREMOUNT VI ASSOCIATES, L.P., By: Thrive Partners VI GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member | 05/27/2021 | |
| JOSHUA KUSHNER, By: /s/ Joshua Kushner | 05/27/2021 | |
| ** 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. | ||