0001491778-17-000231.txt : 20171003
0001491778-17-000231.hdr.sgml : 20171003
20171003214904
ACCESSION NUMBER: 0001491778-17-000231
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: Fox Thomas R
CENTRAL INDEX KEY: 0001587457
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35339
FILM NUMBER: 171120239
MAIL ADDRESS:
STREET 1: C/O ANGIE'S LIST, INC.
STREET 2: 1030 E. 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_150708173002762.xml
FORM 4
X0306
4
2017-09-29
1
0001491778
Angie's List, Inc.
ANGI
0001587457
Fox Thomas R
ANGIE'S LIST, INC.
1030 EAST WASHINGTON STREET
INDIANAPOLIS
IN
46202
0
1
0
0
Chief Financial Officer
Common Stock
2017-09-29
4
D
0
45545
0
D
0
D
Stock Options (right to buy)
24.16
2017-09-29
4
D
0
180000
0
D
2013-09-24
Common Stock
180000.0
0
D
Stock Options (right to buy)
13.13
2017-09-29
4
D
0
234600
0
D
2024-03-11
Common Stock
234600.0
0
D
Stock Options (right to buy)
6.74
2017-09-29
4
D
0
132484
0
D
2025-02-27
Common Stock
132484.0
0
D
Restricted Stock Units (RSU)
2017-09-29
4
D
0
16691
0
D
Common Stock
16691.0
0
D
Performance Stock Options (right to buy)
6.74
2017-09-29
4
D
0
10828
0
D
2025-02-27
Common Stock
10828.0
0
D
Stock Options (right to buy)
8.82
2017-09-29
4
D
0
95937
0
D
2026-02-26
Common Stock
95937.0
0
D
Restricted Stock Units (RSU)
0.0
2017-09-29
4
D
0
32632
0
D
Common Stock
32632.0
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, which were fully vested at the time of the Closing, 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 the per share exercise price, as applied to such options to purchase Angie's List Common Stock immediately prior to the Closing.
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. The unvested portion of these options was subsequently accelerated in full upon the termination of the Reporting Person on October 1, 2017 in connection with the Closing.
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 as applied to such RSUs for shares of Angie's List Common Stock immediately prior to the Closing. Upon the termination of the Reporting Person on October 1, 2017 in connection with the Closing, the vesting of the RSUs was subsequently accelerated in full, resulting in the conversion of such RSUs into shares of ANGI Homeservices Class A Common Stock.
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 options were subsequently accelerated in full upon the termination of the Reporting Person on October 1, 2017 in connection with the Closing.
/s/ Shannon M. Shaw, as Attorney-in-fact
2017-10-03