Under the Securities Exchange Act of 1934
Amendment No. 3

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)         Reflects 421,569,641 shares of Class B Common Stock, par value $0.001, of ANGI Homeservices Inc. (the “Class B Common Stock”) beneficially owned by IAC/InterActiveCorp (“IAC”) on an as converted basis into shares of Class A Common Stock, par value $0.001, of ANGI Homeservices Inc. (the “Class A Common Stock”) in accordance with their terms.

(2)         Assumes the conversion of all shares of Class B Common Stock beneficially owned by IAC into shares of Class A Common Stock on a one-for-one basis. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Class A Common Stock is entitled to one vote per share, IAC beneficially owns equity securities of ANGI Homeservices representing approximately 98.0% of the total number of votes of all classes of common stock of ANGI Homeservices, based on 85,989,523 shares of Class A Common Stock and 421,452,903 shares of Class B Common Stock outstanding as of August 7, 2019, plus shares of Class B Common Stock issued to IAC since such date.

2

Introductory Note

The Report on Schedule 13D relating to the Class A Common Stock of ANGI Homeservices Inc., a Delaware corporation (the “Company” or “ANGI”), initially filed by IAC with the Securities and Exchange Commission (the “SEC”) on October 3, 2017 (the “Initial Schedule 13D”), as amended by Amendment Nos. 1 and 2 thereto dated October 10, 2018 and August 9, 2019, respectively, is hereby further amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this “Amendment”), which constitutes Amendment No. 3 to the Initial Schedule 13D. Capitalized terms not defined herein have the meanings given to such terms in the Initial Schedule 13D.

Item 3.         Source or Amount of Funds or Other Consideration.

The information set forth in Item 3 of the Initial Schedule 13D is hereby amended and supplemented as follows:

Pursuant to the Employee Matters Agreement, dated as of September 29, 2017, by and between IAC and the Company, 116,738 shares of Class B Common Stock were issued to IAC on September 30, 2019, as reimbursement for shares of common stock, par value $0.001, of IAC issued in connection with the exercise and settlement of certain equity awards held by ANGI employees.

Item 4.         Purpose of the Transaction.

The information set forth in Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:

On August 7, 2019, IAC announced its intention to explore the possibility of a transaction resulting in a separation of IAC from its interests in either or both of Match Group, Inc. (“Match”) and ANGI.  As publicly disclosed, IAC has made a proposal to a special committee of the Board of Directors of Match with respect to a potential transaction involving its ownership interest in Match.

IAC does not currently intend to pursue a separation transaction with respect to ANGI during the negotiation or execution of a transaction related to Match.  However, IAC is evaluating its ownership interest on an ongoing basis.  IAC may or may not pursue a transaction involving ANGI in the future.

IAC and its subsidiaries may, from time to time, depending on market conditions and other factors deemed relevant by IAC, acquire shares of ANGI Class A Common Stock and/or additional shares of ANGI Class B Common Stock, including pursuant to the Investor Rights Agreement and/or Employee Matters Agreement described in Item 6 below.  IAC reserves the right to, and may in the future choose to, take such actions as it deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market or in a private transaction, all or a portion of the shares of the ANGI Class A Common Stock or ANGI Class B Common Stock which IAC now beneficially owns or may hereafter acquire.

Item 5.         Interest in Securities of the Issuer.

The information set forth in paragraph (a) of Item 5 of the Initial Schedule 13D is hereby amended and supplemented as follows:

(a)         IAC beneficially owns 421,569,641 shares of Class B Common Stock, representing 100% of the outstanding shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis, at any time at the election of the holder of such shares. As of the date of this report, IAC is the beneficial owner of equity securities of ANGI representing approximately 98.0% of the total voting power of ANGI and 83.1% (on an as converted basis) of the outstanding shares of ANGI capital stock, in each case, based on 85,989,523 shares of Class A Common Stock and 421,452,903 shares of Class B Common

3

Stock outstanding as of August 7, 2019, plus shares of Class B Common Stock issued to IAC since such date.

Item 7. Material to be Filed as Exhibits.

4

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 11, 2019

5