| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/30/2020 |
3. Issuer Name and Ticker or Trading Symbol
IAC/InterActiveCorp [ IAC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.001(1) | 77,593(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units(3) | 06/28/2021(3) | 06/28/2021(2) | Common Stock, par value $0.001 | 1,790 | 0 | D | |
| Restricted Stock Units(4) | 06/12/2021(4) | 06/12/2022(3) | Common Stock, par value $0.001 | 2,379 | 0 | D | |
| Restricted Stock Units(5) | 06/25/2021(5) | 06/25/2023(5) | Common Stock, par value $0.001 | 2,687 | 0 | D | |
| Class B Common Stock, par value $0.001(6) | (7) | (7) | Common Stock, par value $0.001 | 446,053 | 0 | I | See Footnote(8) |
| Explanation of Responses: |
| 1. Represents shares of IAC/InterActiveCorp common stock, par value $0.001 ("Common Stock"), held by the reporting person following the separation of Match Group, Inc. ("Match Group") from IAC /InterActiveCorp ("IAC") on June 30, 2020. |
| 2. Includes: (i) 66,004 shares of Common Stock held directly by the reporting person and (ii) 11,589 share units accrued under the Non-Employee Director Deferred Compensation Plan as of the date of this report. |
| 3. Represents restricted stock units, the last installment of which vests on June 28, 2021, subject to continued service. |
| 4. Represents restricted stock units, which vest in two equal installments on June 12, 2021 and 2022, subject to continued service. |
| 5. Represents restricted stock units that vest in equal installments over three years on the anniversary of the grant date (June 25, 2020), subject to continued service. |
| 6. Represents shares of IAC/InterActiveCorp Class B common stock, par value $0.001 ("Class B Common Stock"), held by the reporting person following the separation of Match Group from IAC on June 30, 2020. |
| 7. Shares of Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of Common Stock at any time and do not have an expiration date. Each share of Class B Common Stock is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share. |
| 8. Held by a family trust over which Mr. Von Furstenberg has investment power. Mr. Von Furstenberg disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| Tanya M. Stanich as Attorney-in-Fact for Alexander von Furstenberg | 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 5 (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. | ||
Power of Attorney
Know all by these presents, that the undersigned, Alexander von Furstenberg, hereby makes, constitutes and appoints each of Joanne Hawkins, Tanya M. Stanich and Gregg Winiarski, or any of them acting singly, and with full power of substitution and re-substitution, as the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:
1. prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
2. prepare, execute and submit to the SEC, IAC Holdings, Inc. (to be renamed IAC/InterActiveCorp, the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
3. obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) this Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;
b) any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
c) neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
d) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigne’’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, as of June 30th , 2020.
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/s/ Alexander von Furstenberg |
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Alexander von Furstenberg |