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