0001104659-23-045042.txt : 20230413 0001104659-23-045042.hdr.sgml : 20230413 20230413162133 ACCESSION NUMBER: 0001104659-23-045042 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230404 FILED AS OF DATE: 20230413 DATE AS OF CHANGE: 20230413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cox Eric CENTRAL INDEX KEY: 0001973472 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40420 FILM NUMBER: 23818592 MAIL ADDRESS: STREET 1: C/O VIMEO, INC. STREET 2: 330 WEST 34TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 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: 330 WEST 34TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-524-8791 MAIL ADDRESS: STREET 1: 330 WEST 34TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Vimeo Holdings, Inc. DATE OF NAME CHANGE: 20201222 3 1 tm2312017-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-04-04 0 0001837686 Vimeo, Inc. VMEO 0001973472 Cox Eric C/O VIMEO, INC. 330 WEST 34TH STREET 5TH FLOOR NEW YORK NY 10001 0 1 0 0 Chief Operating Officer Common Stock 313514 D Market-Based Restricted Stock Units 0 Vimeo, Inc. Common Stock 720000 D The amounts reported include (i) 250,391 restricted stock units ("RSUs") that remain unvested pursuant to an award previously granted to the reporting person on December 6, 2021 and that vest in equal installments on December 6, 2023 and December 6, 2024, and (ii) 63,123 shares of Vimeo, Inc. common stock held directly by the reporting person. The market-based RSUs subject to this award vest in tranches over three years. The number of RSUs earned is subject to upward or downward adjustment from 0% to 200% of the 720,000 RSUs reported in this Report, or the "base number of RSUs," based on (i) for the first three tranches, a "payout factor," calculated as the volume-weighted average of the closing price of the Company's common stock for the twenty (20) trading days immediately preceding the appliable vesting date divided by (b) $4.00 and (ii) for the true-up tranche, if the payout factor for the third tranche exceeds the payout factor for the first or second tranches, (a) the vested RSUs for each applicable tranche, recalculated using the payout factor for the third tranche, less (b) the previously-vested RSUs for the applicable tranche. The first three tranches, of 240,000, 240,000 and 240,000 RSUs, respectively, vest annually, beginning on March 1, 2024, and the final, "true-up tranche" vests along with the third tranche on March 1, 2026. The maximum number of RSUs that may vest pursuant to the award agreement is 1,440,000. /s/ Jessica Tracy, Attorney-in- Fact for Eric Cox 2023-04-13 EX-24.1 2 tm2312017d2_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

Power of Attorney

Know all by these presents, that the undersigned, Eric Cox, hereby makes, constitutes and appoints Jessica Tracy, with full power of substitution and re-substitution, as the undersigned’s true and lawful attorney-in-fact (such person and her substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

prepare, execute and submit to the SEC, Vimeo, Inc., the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

this Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, as of April 4, 2023.

/s/ Eric Cox
Name: Eric Cox