0001491778-17-000226.txt : 20171003
0001491778-17-000226.hdr.sgml : 20171003
20171003214739
ACCESSION NUMBER: 0001491778-17-000226
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170929
FILED AS OF DATE: 20171003
DATE AS OF CHANGE: 20171003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HOWELL J MARK
CENTRAL INDEX KEY: 0001239889
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35339
FILM NUMBER: 171120234
MAIL ADDRESS:
STREET 1: C/O ANGIE'S LIST, INC.
STREET 2: 1030 EAST WASHINGTON STREET
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46202
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Angie's List, Inc.
CENTRAL INDEX KEY: 0001491778
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310]
IRS NUMBER: 272440197
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1030 EAST WASHINGTON STREET
STREET 2: SUITE 100
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46202
BUSINESS PHONE: 317-803-3973
MAIL ADDRESS:
STREET 1: 1030 EAST WASHINGTON STREET
STREET 2: SUITE 100
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46202
4
1
wf-form4_150708164585055.xml
FORM 4
X0306
4
2017-09-29
1
0001491778
Angie's List, Inc.
ANGI
0001239889
HOWELL J MARK
ANGIE'S LIST, INC.
1030 EAST WASHINGTON STREET
INDIANAPOLIS
IN
46202
0
1
0
0
Chief Operating Officer
Common Stock
2017-09-29
4
D
0
103967
0
D
0
D
Stock Options (right to buy)
17.99
2017-09-29
4
D
0
210436
0
D
2023-03-04
Common Stock
210436.0
0
D
Stock Options (right to buy)
13.13
2017-09-29
4
D
0
192800
0
D
2024-03-11
Common Stock
192800.0
0
D
Stock Options (right to buy)
6.74
2017-09-29
4
D
0
86943
0
D
2025-02-27
Common Stock
86943.0
0
D
Restricted Stock Units (RSU)
2017-09-29
4
D
0
21884
0
D
Common Stock
21884.0
0
D
Performance Stock Options (right to buy)
6.74
2017-09-29
4
D
0
14012
0
D
2025-02-27
Common Stock
14012.0
0
D
Stock Options (right to buy)
8.82
2017-09-29
4
D
0
87457
0
D
2026-02-26
Common Stock
87457.0
0
D
Restricted Stock Units (RSU)
0.0
2017-09-29
4
D
0
46060
0
D
Common Stock
46060.0
0
D
On September 29, 2017, the closing date of the transactions (the "Closing") contemplated by the Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017 (the "Merger Agreement"), by and among Angie's List, Inc. ("Angie's List"), IAC/InterActiveCorp, ANGI Homeservices Inc. ("ANGI Homeservices") and Casa Merger Sub, Inc., the outstanding shares of common stock of Angie's List ("Angie's List Common Stock") held by the Reporting Person were cancelled and converted on a 1:1 basis into shares of Class A common stock of ANGI Homeservices ("ANGI Homeservices Class A Common Stock").
In connection with the Closing and pursuant to the Merger Agreement, the outstanding options to purchase shares of Angie's List Common Stock were converted on a 1:1 basis into options to purchase shares of ANGI Homeservices Class A Common Stock, subject to the same terms and conditions, including vesting and the per share exercise price, as applied to such options to purchase Angie's List Common Stock immediately prior to the Closing.
These stock options were granted on March 4, 2013 and were fully vested prior to the Closing.
These stock options were granted on March 11, 2014 and are vesting in four equal annual installments over a four-year period from the date of grant.
These stock options and RSUs were granted on February 27, 2015 and are vesting in four equal annual installments over a four-year period from the date of grant.
Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement, and there is no exercise price associated with the RSUs.
In connection with the Closing and pursuant to the Merger Agreement, the outstanding Angie's List RSUs were converted on a 1:1 basis into RSUs for shares of ANGI Homeservices Class A Common Stock, subject to the same terms and conditions, including vesting, as applied to such RSUs for shares of Angie's List Common Stock immediately prior to the Closing.
There is no expiration date with respect to RSUs.
The outstanding Angie's List performance stock options were earned as of September 29, 2017 and were henceforth subject to time-based vesting with 75% of such options scheduled to vest on February 27, 2018 and the remaining 25% of such options scheduled to vest on February 27, 2019. In connection with the Closing and pursuant to the Merger Agreement, the outstanding options to purchase shares of Angie's List Common Stock were converted on a 1:1 basis into options to purchase shares of ANGI Homeservices Class A Common Stock, subject to the same terms and conditions, including vesting and the per share exercise price, as applied to such options to purchase Angie's List Common Stock immediately prior to the Closing.
These stock options were granted on February 26, 2016 and vested 25% on February 26, 2017 with the remaining 75% vesting in equal monthly installments over a three-year period thereafter.
These RSUs were granted on February 26, 2016 and vested 25% on February 26, 2017 with the remaining 75% vesting in equal quarterly installments over a three-year period thereafter.
/s/ Shannon M. Shaw, as Attorney-in-fact
2017-10-03