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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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IAC Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
44891N208 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 44891N208 |
| 1 | Names of Reporting Persons
HighSage Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,562,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on 74,347,574 shares of Common Stock outstanding as of March 25, 2025, as reported in the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on March 28, 2025.
SCHEDULE 13G
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| CUSIP No. | 44891N208 |
| 1 | Names of Reporting Persons
Stier Jennifer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,980,626.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on 74,347,574 shares of Common Stock outstanding as of March 25, 2025, as reported in the Issuer's current report on Form 8-K filed with the Commission on March 28, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
IAC Inc. | |
| (b) | Address of issuer's principal executive offices:
555 West 18th Street, New York, New York, 10011 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of HighSage Ventures LLC and Jennifer Stier (together, the "Reporting Persons"). The shares of Common Stock reported herein are directly held by certain limited liability companies managed by either HighSage Ventures LLC or Jennifer Stier. Jennifer Stier is the Manager of HighSage Ventures LLC. The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1. | |
| (b) | Address or principal business office or, if none, residence:
For each Reporting Person: 200 Clarendon Street, 59th Floor, Boston, MA 02116 | |
| (c) | Citizenship:
HighSage Ventures LLC: Delaware
Jennifer Stier: United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (e) | CUSIP No.:
44891N208 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G. | |
| (b) | Percent of class:
HighSage Ventures LLC: 6.1%
Jennifer Stier: 6.7% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
HighSage Ventures LLC: 0
Jennifer Stier: 0 | ||
| (ii) Shared power to vote or to direct the vote:
HighSage Ventures LLC: 4,562,068
Jennifer Stier: 4,980,626 | ||
| (iii) Sole power to dispose or to direct the disposition of:
HighSage Ventures LLC: 0
Jennifer Stier: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
HighSage Ventures LLC: 4,562,068
Jennifer Stier: 4,980,626 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The shares of Common Stock reported herein are directly held by certain limited liability companies, each of which has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock that it directly owns. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement, dated April 14, 2025 |
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be
filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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HIGHSAGE VENTURES LLC
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Signature:
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/s/ Matthew P. O’Connor
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Name/Title:
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Matthew P. O’Connor, Chief Legal Officer
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Date:
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04/14/2025
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JENNIFER STIER
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Signature:
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/s/ Jennifer Stier
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Name/Title:
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Jennifer Stier
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Date:
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04/14/2025
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