-----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, TTBmEvSfLZ3YVJeHZvy3QA34Habgrm4kJo36+2DHDP8/gyfA1BGdugLL0adf0GcC ZT5ZqFoemzi9qrL2v97HKA== 0001179110-06-000433.txt : 20060104 0001179110-06-000433.hdr.sgml : 20060104 20060104183324 ACCESSION NUMBER: 0001179110-06-000433 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 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: SPOON ALAN G CENTRAL INDEX KEY: 0001018394 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20570 FILM NUMBER: 06509772 BUSINESS ADDRESS: STREET 1: C/O THE WASHINTON POST CO STREET 2: 1150 15TH ST NW CITY: WASHINGTON STATE: DC ZIP: 20071 BUSINESS PHONE: 2029946694 MAIL ADDRESS: STREET 1: 1150 15TH ST NW CITY: WASHINGTON STATE: DC ZIP: 20071 4/A 1 edgar.xml FORM 4/A - X0202 4/A 2005-09-30 2005-10-04 0 0000891103 IAC/INTERACTIVECORP IACI 0001018394 SPOON ALAN G 1000 WINTER STREET WALTHAM MA 02451 1 0 0 0 Common Stock, par value $0.01 2005-08-09 4 J 0 22058 0 D 0 D Common Stock, par value $0.001 2005-08-09 4 J 0 11828 0 A 11828 D Common Stock, par value $0.001 2005-09-30 4 A 0 306 25.35 A 12134 D Options to Purchase Common Stock 22.72 2005-08-09 4 J 0 11687 0 A 2005-08-09 2010-04-26 Common Stock 11687 11687 D Options to Purchase Common Stock 20.20 2005-08-09 4 J 0 4675 0 A 2005-08-09 2011-05-22 Common Stock 4675 4675 D Options to Purchase Common Stock 26.99 2005-08-09 4 J 0 9350 0 A 2005-08-09 2012-05-21 Common Stock 9350 9350 D Restricted Stock Units 0 2005-08-09 4 J 0 2251 0 A 2006-02-06 2006-02-06 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. Includes (i)18,500 shares of Old IAC Common Stock held directly by the reporting person and (ii) 3,558 share units, each of which represents the right to receive one share of Old IAC Common Stock, accrued pursuant to the Non-Employee Director Deferred Compensation Plan, as of August 9, 2005 ("Old IAC Share Units"). Includes (i)9,250 shares of New IAC Common Stock held directly by the reporting person and (ii) 2,578 share units, each of which represents the right to receive one share of New IAC Common Stock, accrued pursuant to the Non-Employee Director Deferred Compensation Plan, as of August 9, 2005 ("New IAC Share Units"). In connection with the Spin-Off, all of the reporting person's Old IAC Share Units, which represented the right to receive shares of Old IAC Common Stock, were converted into New IAC Share Units representing the right to receive shares of New IAC Common Stock, with adjustments to the number of shares underlying each share unit based on the market capitalization of IAC after giving effect to the Spin-Off and Reverse Stock Split. The nature and impact of this adjustment were not accurately reflected in the initial form due to administrative error. Represents New IAC Share Units accrued pursuant to the Non-Employee Director Deferred Compensation Plan as of September 30, 2005. Includes (i)9,250 shares of New IAC Common Stock held directly by the reporting person and (ii) 2,884 New IAC Share Units accrued pursuant to the Non-Employee Director Deferred Compensation Plan as of September 30, 2005. 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 7 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, February 6, 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 Alan Spoon 2006-01-04 -----END PRIVACY-ENHANCED MESSAGE-----