UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2019
IAC/INTERACTIVECORP
(Exact name of registrant as specified in charter)
Delaware | | 0-20570 | | 59-2712887 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
555 West 18th Street, New York, NY | | 10011 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 314-7300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 | | IAC | | The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Item 7.01 Regulation FD Disclosure.
Mr. Joseph Levin, Chief Executive Officer of IAC/InterActiveCorp (the “Company”), adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Rule 10b5-1”), during the Company’s last open trading window under its securities trading policy. This 10b5-1 plan was adopted as part of Mr. Levin’s long-term strategy for individual asset diversification and for tax planning purposes.
Mr. Levin vests into 86,400 shares of IAC common stock on July 29, 2019, which shares relate to a restricted stock unit award initially granted to Mr. Levin on July 29, 2014, with vesting subject to 5 years of continued service. The terms of Mr. Levin’s 10b5-1 plan provide for the sale of up to approximately 60,000 shares of IAC common stock and for trading to commence under the plan during the week of July 29, 2019. The total number of shares of IAC common stock covered by Mr. Levin’s 10b5-1 plan represents approximately 4% of his total holdings of Company common stock, stock options and restricted stock units.
Any transactions under Mr. Levin’s 10b5-1 plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Other executive officers and insiders of the Company may from time to time establish stock trading plans under Rule l0b5-1. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 plans of the Company’s officers or directors, nor to report modifications or terminations of such plans.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IAC/INTERACTIVECORP |
| | |
| By: | /s/ GREGG WINIARSKI |
| Name: | Gregg Winiarski |
| Title: | Executive Vice President,
General Counsel & Secretary |
| |
Date: July 22, 2019 | |
3
