0001104659-21-078284.txt : 20210608 0001104659-21-078284.hdr.sgml : 20210608 20210608165554 ACCESSION NUMBER: 0001104659-21-078284 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210525 FILED AS OF DATE: 20210608 DATE AS OF CHANGE: 20210608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Handler Kendall CENTRAL INDEX KEY: 0001834403 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40420 FILM NUMBER: 211002750 MAIL ADDRESS: STREET 1: IAC/INTERACTIVECORP STREET 2: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vimeo, Inc. CENTRAL INDEX KEY: 0001837686 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 854334195 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: (212) 314-7300 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: Vimeo Holdings, Inc. DATE OF NAME CHANGE: 20201222 4/A 1 tm2119134-1_4aseq.xml OWNERSHIP DOCUMENT X0306 4/A 2021-05-25 2021-05-27 0 0001837686 Vimeo, Inc. VMEO 0001834403 Handler Kendall C/O VIMEO, INC. 555 WEST 18TH STREET NEW YORK NY 10011 1 0 0 0 Common Stock 2021-05-25 4 A 0 2414 0.00 A 2414 D Common Stock 2021-05-25 4 A 0 4406 A 4406 D Option to Purchase Common Stock 4.6614 2021-05-25 4 A 0 6088 0 A 2021-05-25 2027-03-29 Common Stock, par value $0.01 6088 6088 D Represents shares of Issuer common stock that Ms. Handler received in connection with the completion of the Issuer's spin-off (the "Spin-off") from IAC/InterActiveCorp ("IAC") on May 25, 2021, as a result of shares of IAC common stock held by Ms. Handler prior to the Spin-off. In connection with the Spin-off, each share of IAC par value $0.001 common stock was reclassified into (i) one share of IAC par value $0.0001 common stock and (ii) 1/100th of a share of IAC par value $0.01 Series 1 mandatorily exchangeable preferred stock that was then automatically exchanged into 1.6235 shares of Issuer common stock (with holders receiving cash in lieu of any fractional shares of Issuer common stock resulting, after aggregation, from the reclassification). Represents a grant of restricted stock units with respect to shares of the Issuer's Common Stock that vests in two equal installments on the first two anniversaries of the grant date. This grant of RSUs was inadvertently omitted from the original Form 4 filing made on May 27, 2021. Pursuant to the terms of the Employee Matters Agreement, dated as of May 25, 2021 (the "EMA"), by and among the Issuer and IAC, and in connection with the Spin-off, each option to purchase shares of IAC common stock that was outstanding as of immediately prior to the effective time of the Spin-off was automatically converted into (i) an option to purchase shares of common stock of IAC and (ii) an option to purchase shares of the Issuer's common stock, with adjustments to the number of shares subject to each option and the option exercise prices based on (x) the value of IAC common stock prior to the Spin-off and (y) the value of IAC common stock and the value of the Issuer's common stock after giving effect to the Spin-off. Except as otherwise described herein and except to the extent otherwise provided under local law, the converted options generally have the same terms and conditions, including the same exercise periods, as the options to purchase shares of IAC common stock had immediately prior to the Spin-off. Following the Spin-off, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Issuer employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employed them immediately following the Spin-off. /s/ Jessica Tracy, Attorney-in-Fact for Kendall Handler 2021-06-08