SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fox Thomas R

(Last) (First) (Middle)
ANGIE'S LIST, INC.
1030 EAST WASHINGTON STREET

(Street)
INDIANAPOLIS IN 46202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Angie's List, Inc. [ ANGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/29/2017 D 45,545 D $0(1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $24.16 09/29/2017 D 180,000 (2) 09/24/2013 Common Stock 180,000 $0(2) 0 D
Stock Options (right to buy) $13.13 09/29/2017 D 234,600 (3) 03/11/2024 Common Stock 234,600 $0(3) 0 D
Stock Options (right to buy) $6.74 09/29/2017 D 132,484 (3) 02/27/2025 Common Stock 132,484 $0(3) 0 D
Restricted Stock Units (RSU) (4) 09/29/2017 D 16,691 (5) (6) Common Stock 16,691 $0(5) 0 D
Performance Stock Options (right to buy) $6.74 09/29/2017 D 10,828 (7) 02/27/2025 Common Stock 10,828 $0(7) 0 D
Stock Options (right to buy) $8.82 09/29/2017 D 95,937 (3) 02/26/2026 Common Stock 95,937 $0(3) 0 D
Restricted Stock Units (RSU) $0.0(4) 09/29/2017 D 32,632 (5) (6) Common Stock 32,632 $0(5) 0 D
Explanation of Responses:
1. 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").
2. 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.
3. 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.
4. 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.
5. 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.
6. There is no expiration date with respect to RSUs.
7. 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.
Remarks:
/s/ Shannon M. Shaw, as Attorney-in-fact 10/03/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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