-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1ZHetTYGIVRjJ6ZPFlW54eIo6AjH2h9qTD5AH74Gu1RO64kHo0jjE3KSxQMo6iB qmvR5me2/ZIl/8cvnD8f/w== 0001179110-05-017011.txt : 20050825 0001179110-05-017011.hdr.sgml : 20050825 20050825172525 ACCESSION NUMBER: 0001179110-05-017011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050823 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123147300 MAIL ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 FORMER COMPANY: FORMER CONFORMED NAME: USA NETWORKS INC DATE OF NAME CHANGE: 19980223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DILLER BARRY CENTRAL INDEX KEY: 0000927067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20570 FILM NUMBER: 051049676 BUSINESS ADDRESS: STREET 1: 1150 15TH STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20071 BUSINESS PHONE: 2023346694 MAIL ADDRESS: STREET 1: 1940 COLDWATER CANYON DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 4 1 edgar.xml FORM 4 - X0202 4 2005-08-23 0 0000891103 IAC/INTERACTIVECORP IACI 0000927067 DILLER BARRY 152 W. 57TH ST NEW YORK NY 10019 1 1 0 0 CEO Common Stock, par value $0.01 2005-08-09 4 J 0 3285837 0 D 0 D Common Stock, par value $0.001 ("Common Stock") 2005-08-09 4 J 0 1642918 0 A 1642918 D Common Stock 2005-08-23 4 M 0 1895847 6.29 A 3538765 D Common Stock 2005-08-23 4 F 0 471433 25.30 D 3067332 D Common Stock 2005-08-23 4 F 0 709149 25.30 D 2358183 D Options to Purchase Common Stock 6.29 2005-08-09 4 J 0 1895847 0 A 2005-08-09 2005-08-24 Common Stock 1895847 1895847 D Options to Purchase Common Stock 6.29 2005-08-23 4 M 0 1895847 0 D 2005-08-09 2005-08-24 Common Stock 1895847 0 D Options to Purchase Common Stock 5.25 2005-08-09 4 J 0 6381250 0 A 2005-08-09 2005-11-24 Common Stock 6381250 6381250 D Options to Purchase Common Stock 8.54 2005-08-09 4 J 0 1250000 0 A 2005-08-09 2005-11-27 Commmon Stock 1250000 1250000 D Options to Purchase Common Stock 10.73 2005-08-09 4 J 0 9500000 0 A 2005-08-09 2007-10-19 Common Stock 9500000 9500000 D Options to Purcase Common Stock 35.58 2005-08-09 4 J 0 2400000 0 A 2010-06-07 2015-06-07 Common Stock 2400000 2400000 D Options to Purchase Common Stock 47.90 2005-08-09 4 J 0 1400000 0 A 2010-06-07 2015-06-07 Common Stock 1400000 1400000 D Reflects the disposition of IAC Common Stock, par value $0.01 ("Old IAC Common Stock"), and the acquisition of IAC Common Stock, par value $0.001 ("New IAC Common Stock"), in each case, in connection with the spin-off by IAC/InterActiveCorp ("IAC") of Expedia, Inc. ("Expedia"), which was completed on August 9, 2005 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split"), was effected by way of a reclassification, pursuant to which each share of Old IAC Common Stock was reclassified into one share of New IAC Common Stock and 1/100 of a share of IAC Series 1 Mandatory Exchangeable Preferred Stock, which was automatically exchanged into one share of Expedia Common Stock. Excludes shares of Old IAC Common Stock and New IAC Common Stock held by the reporting person's spouse and a family foundation, of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of all shares of Old IAC Common Stock and New IAC Common Stock held by his spouse and the family foundation. Represents shares of IAC Common Stock withheld to cover the payment of the exercise price in connection with the exercise of stock options. Represents shares of IAC Common Stock withheld for payment of taxes due in connection with the exercise of stock options. In connection with the Spin-Off, each of the reporting person's vested and unvested options to purchase shares of Old IAC Common Stock converted into vested or unvested options (as applicable) to purchase shares of New IAC Common Stock and vested or unvested options (as applicable) to purchase shares of Expedia Common Stock, with adjustments to the number of shares subject to each vested and unvested option (as applicable) and the option exercise prices based on the relative market capitalizations of IAC and Expedia after giving effect to the Spin-Off and Reverse Stock Split. Other than the adjustments described in footnote 5 above, vested and unvested options to purchase New IAC Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old IAC Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. The terms of the initial grant provide for vesting in one lump installment on the fifth anniversary of the grant date, June 7, 2005, and expiration on the tenth anniversary of the grant date. Joanne Hawkins as Attorney-in-Fact for Barry Diller 2005-08-25 -----END PRIVACY-ENHANCED MESSAGE-----