-----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, RvurwtUkQ/e8m/2XStizYZ1pSTtBxXeWCrJigAKIPRnj03mkzzG/EV+B8ttTs7W0 qDrhFE/j4MZRj0j/2X3gfw== 0001179110-05-019245.txt : 20051004 0001179110-05-019245.hdr.sgml : 20051004 20051004182326 ACCESSION NUMBER: 0001179110-05-019245 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051004 DATE AS OF CHANGE: 20051004 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: BRONFMAN EDGAR JR CENTRAL INDEX KEY: 0001200675 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20570 FILM NUMBER: 051123091 MAIL ADDRESS: STREET 1: 390 PARK AVE 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 edgar.xml FORM 4 - X0202 4 2005-09-30 0 0000891103 IAC/INTERACTIVECORP IACI 0001200675 BRONFMAN EDGAR JR 75 ROCKEFELLER PLAZA 30TH FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock, par value $0.01 2005-08-09 4 J 0 12666 0 D 0 D Common Stock, par value $0.001 2005-08-09 4 J 0 6333 0 A 6333 D Common Stock, par value $0.001 2005-09-30 4 A 0 522 25.35 A 6855 D Options to Purchase Common Stock 26.99 2005-08-09 4 J 0 5000 0 A 2005-08-09 2012-06-12 Common Stock 5000 5000 D Restricted Stock Units 0 2005-08-09 4 J 0 2251 0 A 2006-05-29 2006-05-29 Common Stock 2251 2251 D Restricted Stock Units 0 2005-08-09 4 J 0 4502 0 A 2006-06-23 2007-06-23 Common Stock 4502 4502 D Restricted Stock Units 0 2005-08-09 4 J 0 6753 0 A 2006-07-19 2008-07-19 Common Stock 6753 6753 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. Represents share units accrued pursuant to the Non-Employee Director Deferred Compensation Plan as of September 30, 2005. The reporting person is also the indirect beneficial owner of (i) 10,750 shares of IAC Common Stock acquired by, and held for the reporting person in, an IRA, (ii) 4,250 shares of IAC Common Stock held by the reporting person in his capacity as custodian for his minor children, of which shares the reporting person disclaims beneficial ownership, and (iii) 1,025 shares of IAC Common Stock held by the reporting person's spouse, of which shares the reporting person disclaims beneficial ownership. In connection with the Spin-Off, each of the reporting person's vested options to purchase shares of Old IAC Common Stock converted into one vested option to purchase shares of New IAC Common Stock and one vested option to purchase shares of Expedia Common Stock, with adjustments to the number of shares subject to each vested option 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 4 above, vested 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 options to purchase Old IAC Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. In connection with the Spin-Off, all of the reporting person's restricted stock units, which represented the right to receive shares of Old IAC Common Stock ("Old IAC RSUs"), converted into restricted stock units representing the right to receive shares of New IAC Common Stock, with adjustments to the number of shares underlying each restricted stock unit based on the market capitalization of IAC after giving effect to the Spin-Off and Reverse Stock Split ("New IAC RSUs"). New IAC RSUs received in connection with the Spin-Off have the same terms and conditions, including the same vesting periods, as Old IAC RSUs had immediately prior to the Spin-Off and Reverse Stock Split. The terms of the initial grant provide for vesting in equal installments over three years on the anniversary of the grant date, May 29, 2003. The terms of the initial grant provide for vesting in equal installments over three years on the anniversary of the grant date, June 23, 2004. The terms of the initial grant provide for vesting in equal installments over three years on the anniversary of the grant date, July 19, 2005. Joanne Hawkins as Attorney-in-Fact for Edgar Bronfman Jr. 2005-10-04 -----END PRIVACY-ENHANCED MESSAGE-----