SEC FORM 3 SEC Form 3
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*
Handler Kendall

(Last) (First) (Middle)
C/O IAC/INTERACTIVECORP
555 WEST 18TH STREET

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021
3. Issuer Name and Ticker or Trading Symbol
IAC/InterActiveCorp [ IAC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Options to Purchase Common Stock, par value $0.001(1) 06/30/2020(1) 03/29/2027(1) Common Stock, par value $0.001 3,750 22.6113 D
Restricted Stock Units(2) 02/01/2021(2) 02/01/2022(2) Common Stock, par value $0.001 4,582 0 D
Restricted Stock Units(3) 02/12/2022(3) 02/12/2022(3) Common Stock, par value $0.001 5,155 0 D
Restricted Stock Units(4) 02/15/2025(4) 02/15/2025(4) Common Stock, par value $0.001 18,464 0 D
Restricted Stock Units(5) 11/30/2025(5) 11/30/2025(5) Common Stock, par value $0.001 28,170 0 D
Explanation of Responses:
1. Represents fully vested stock options.
2. Represents the last two tranches of restricted stock units that vested/vest in four equal installments on each of February 1, 2019, 2020, 2021 and 2022, subject to continued service.
3. Represents restricted stock units that vest in one lump sum installment on February 12, 2022, subject to continued service.
4. Represents restricted stock units that vest in one lump sum installment on February 15, 2025, subject to continued service, and with partial vesting upon certain terminations of employment.
5. Represents restricted stock units that vest in one lump sum installment on November 30, 2025, subject to continued service, and with partial vesting upon certain terminations of employment.
Tanya M. Stanich as Attorney-in-Fact for Kendall Handler 01/06/2021
** 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 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, Kendall Handler, hereby
makes,  constitutes  and  appoints  each of Joanne Hawkins, Tanya M. Stanich and
Anastasia  Walkenberg,  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/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  undersigned'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 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 November 30, 2020. /s/ KENDALL HANDLER ------------------- Kendall Handler