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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IAC/InterActiveCorp [ IAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class B Common Stock, par value $0.0001(1) | $0(1) | 11/12/2021 | J(2) | 1,221,898 | (1) | (1) | Common Stock, par value $0.0001 | 1,221,898 | (3) | 429,113 | D | ||||
Class B Common Stock, par value $0.0001(1) | $0(1) | 11/12/2021 | J(2) | 1,094,412 | (1) | (1) | Common Stock, par value $0.0001 | 1,094,412 | (3) | 4,786,847 | I | Through trusts (for the benefit of members of the reporting person's family) |
Explanation of Responses: |
1. Shares of IAC Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of IAC common stock at any time and do not have an expiration date. Each share of IAC Class B common stock is entitled to ten votes per share and each share of IAC common stock is entitled to one vote per share. |
2. Represents a transfer by Mr. Diller of (i) 1,094,412 shares of IAC Class B common stock to trusts for the benefit of certain of his family members and for which Mr. Diller serves as an investment advisor (the "Descendants Trusts"), and (ii) 127,486 shares of IAC Class B common stock to a trust for the benefit of certain of his family members and for which Mr. Diller's stepson, Alexander von Furstenberg, serves as an investment advisor (the "TALT Trust"), in each case, in connection with the long-term estate planning of Mr. Diller and his family. |
3. In connection with the transfers of shares of IAC Class B common stock referred to in footnote (2) above, (i) the Descendants Trusts transferred an aggregate of 221,949 shares of common stock of Vimeo, Inc. and 5,994,667 shares of Class B common stock of Vimeo, Inc., to the Reporting Person and (ii) the TALT Trust transferred 724,167 shares of Class B common stock of Vimeo, Inc., to the Reporting Person. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
Tanya M. Stanich as Attorney-in-Fact for Barry Diller | 11/16/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |