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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
IAC/InterActiveCorp [ IAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.001(1) | 11/30/2020 | M(1) | 112,500 | A | $13.9885 | 3,112,500 | D | |||
Common Stock, par value $0.001(2) | 11/30/2020 | F(2) | 59,261 | D | $141.99 | 3,053,239 | D | |||
Common Stock, par value $0.001(1) | 11/30/2020 | M(1) | 100,000 | A | $18.3335 | 3,153,239 | D | |||
Common Stock, par value $0.001(2) | 11/30/2020 | F(2) | 65,058 | D | $141.99 | 3,088,181(3) | D | |||
Common Stock, par value $0.001 | 199,433 | I | Held through grantor retained annuity trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Options to Purchase Common Stock, par value $0.001(4) | $13.9885 | 11/30/2020 | M | 112,500 | 06/30/2020(4) | 02/02/2022(4) | Common Stock, par value $0.001 | 112,500 | $0 | 0 | D | ||||
Options to Purchase Common Stock, par value $0.001(4) | $18.3335 | 11/30/2020 | M | 100,000 | 06/30/2020(4) | 02/02/2022(4) | Common Stock, par value $0.001 | 100,000 | $0 | 0 | D |
Explanation of Responses: |
1. Represents shares of IAC common stock acquired upon the exercise of stock options. |
2. Represents shares of IAC common stock withheld to cover exercise price and tax obligations. |
3. Represents: (i) 88,181 shares of IAC common stock acquired upon the exercise of IAC stock options and (ii) 3,000,000 restricted shares of IAC common stock awarded to Mr. Levin in connection with Mr. Levin's entry into that certain Restricted Stock Agreement, dated as of November 5, 2020, with IAC. The restricted stock award will cliff vest on the ten-year anniversary of the grant date, subject to Mr. Levin's continued employment through the vesting date and the satisfaction of applicable stock price performance goals. Some or all of the shares of IAC common stock covered by the award may vest earlier than the ten-year anniversary upon a qualifying termination of employment or an election to measure performance on an earlier date beginning on the sixth anniversary of the grant date. Mr. Levin will have the right to vote such shares of IAC common stock during the restricted period and will be entitled to receive ordinary cash dividends on the shares during the restricted period onl |
4. Represents vested stock options. |
Tanya Stanich as Attorney-in-Fact for Joseph Levin | 12/02/2020 | |
** 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 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. |