01/15/2025 | Press release | Distributed by Public on 01/15/2025 16:52
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock, par value $0.001(2) | $ 0 (1) | 01/13/2025 | J(3) | 5,008,600(3) | 01/13/2025(2)(3) | (2) | Class A Common Stock, par value $0.001 | 5,008,600 | $1.56(4) | 5,008,600 | D | ||||
Class B Common Stock, par value $0.001 | $ 0 (1) | 01/13/2025 | M(5) | 5,008,600 | 01/13/2025(2)(3) | (2) | Class A Common Stock, par value $0.001 | 5,008,600 | $ 0 (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEVIN JOSEPH C/O IAC INC. 555 WEST 18TH STREET NEW YORK, NY 10011 |
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/s/ JOSEPH LEVIN BY TANYA M. STANICH AS ATTORNEY-IN-FACT | 01/15/2025 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares of Class A common stock, par value $0.001 ("Class A Common Stock"), of Angi Inc. that were acquired by the reporting person upon the conversion on a one-for-one basis of shares of Class B common stock, par value $0.001, of Angi Inc. ("Class B Common Stock") (see footnotes 2 and 3 below). |
(2) | Represents shares of Class B Common Stock acquired by the reporting person on January 13, 2025 that do not have an expiration date and were immediately converted by the reporting person (see footnote 5) on a one-for-one basis into shares of Class A Common Stock in accordance with their terms. Each share of Angi Class B common stock is entitled to ten votes per share and each share of Class A Common Stock is entitled to one vote per share. |
(3) | IAC Inc. ("IAC") transferred these shares of Class B Common Stock to the reporting person on January 13, 2025 pursuant to that certain employment transition agreement, dated as of January 13, 2025, by and between IAC and the reporting person. |
(4) | Reflects the closing price per share of Class A Common Stock on the Nasdaq Market on January 13, 2025. |
(5) | Represents the conversion of shares of Class B Common Stock on a one-for-one basis into shares of Class A Common Stock. |