SEC FORM 4 SEC Form 4
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*
Handler Kendall

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

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IAC/InterActiveCorp [ IAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
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 $0.0001(1) 05/25/2021 J(1) 1,487 A (1) 1,487 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 $0.0001(2) $15.0437 05/25/2021 J(2) 3,750 05/25/2021 03/29/2027 Common Stock, par value $0.0001 3,750 $0 3,750 D
Restricted Stock Units(3) $0 05/25/2021 J(3) 3,443 02/01/2022(4) 02/01/2022(4) Common Stock, par value $0.0001 3,443 $0 3,443 D
Restricted Stock Units(3) $0 05/25/2021 J(3) 7,748 02/12/2022(5) 02/12/2022(5) Common Stock, par value $0.0001 7,748 $0 7,748 D
Restricted Stock Units(3) $0 05/25/2021 J(6) 27,752 02/15/2025(6) 02/15/2025(6) Common Stock, par value $0.0001 27,752 $0 27,752 D
Restricted Stock Units(3) $0 05/25/2021 J(3) 42,341 11/30/2025(7) 11/30/2025(7) Common Stock, par value $0.0001 42,341 $0 42,341 D
Explanation of Responses:
1. Reflects shares of IAC common stock, par value $0.0001, received in respect of shares of IAC common stock, par value $0.001, in connection with a reclassification effected in connection with (and immediately preceding) the spin-off by IAC of Vimeo, Inc. (the "Spin-Off") pre-market on May 25, 2021.
2. n connection with the Spin-Off, IAC stock options were converted into IAC and Vimeo, Inc. stock options, with adjustments (to maintain pre- and post-Spin-Off values) to, in the case of IAC stock options, the per share exercise prices to reflect the Spin-Off. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off. Reflects IAC stock options, as adjusted on the basis described immediately above.
3. Reflects previously granted IAC restricted stock units with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC common stock underlying such awards, to reflect the Spin-Off. These previously granted awards have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off.
4. Represents the last tranche of a restricted stock unit award that vests on February 1, 2022, subject to continued service.
5. Represents restricted stock units that vest in one lump sum installment on February 12, 2022, subject to continued service
6. 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.
7. 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 05/27/2021
** 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 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).
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