-----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, FYRbqAmFX/8DcpkXyeDRkI7d7DYFdxRF8C6fLWMk5oYu4VuXqVYwyNp8w5KtmWiW IupEzxylAO0SOL7lZAggIg== 0001179110-08-015789.txt : 20080822 0001179110-08-015789.hdr.sgml : 20080822 20080822133925 ACCESSION NUMBER: 0001179110-08-015789 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080820 FILED AS OF DATE: 20080822 DATE AS OF CHANGE: 20080822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] 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: MCINERNEY THOMAS CENTRAL INDEX KEY: 0001238039 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34148 FILM NUMBER: 081034191 BUSINESS ADDRESS: STREET 1: 152 W 57TH STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123147300 4 1 edgar.xml FORM 4 - X0303 4 2008-08-20 0 0000891103 IAC/INTERACTIVECORP IACI 0001238039 MCINERNEY THOMAS C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK NY 10011 0 1 0 0 EVP & CFO Common Stock, par value $0.001 2008-08-20 4 M 0 358310 0 A 230597 D Restricted Stock Units 0 2008-08-20 4 M 0 10027 0 D 2005-02-04 2008-08-20 Common Stock, par value $0.001 10027 0 D Restricted Stock Units 0 2008-08-20 4 M 0 58982 0 D 2009-02-04 2008-08-20 Common Stock, par value $0.001 58982 0 D Restricted Stock Units 0 2008-08-20 4 M 0 30164 0 D 2006-02-10 2008-08-20 Common Stock, par value $0.001 30164 0 D Restricted Stock Units 0 2008-08-20 4 M 0 113110 0 D 2010-02-10 2008-08-20 Common Stock, par value $0.001 113110 0 D Restricted Stock Units 0 2008-08-20 4 M 0 17966 0 D 2007-02-06 2011-02-06 Common Stock, par value $0.001 17966 41174 D Restricted Stock Units 0 2008-08-20 4 M 0 86238 0 D 2011-02-06 2011-02-06 Common Stock, par value $0.001 86238 65877 D Restricted Stock Units 0 2008-08-20 4 J 0 62735 0 A 2008-08-20 2010-02-16 Common Stock, par value $0.001 62735 62735 D Restricted Stock Units 0 2008-08-20 4 M 0 41823 0 D 2008-08-20 2010-02-16 Common Stock, par value $0.001 41823 23962 D Restricted Stock Units 0 2009-04-09 2012-04-09 Common Stock, par value $0.001 27637 27637 D Options to Purchase Common Stock 20.07 2009-04-09 2018-04-09 Common Stock, par value $0.001 190973 190973 D Options to Purchase Common Stock 22.69 2009-04-09 2018-04-09 Common Stock, par value $0.001 190973 190973 D Options to Purchase Common Stock 25.31 2009-04-09 2018-04-09 Common Stock, par value $0.001 190971 190971 D Options to Purchase Common Stock 23.59 2008-08-20 2009-06-23 Common Stock, par value $0.001 35089 35089 D Options to Purchase Common Stock 40.82 2008-08-20 2009-12-27 Common Stock, par value $0.001 30385 30385 D Options to Purchase Common Stock 25.99 2008-08-08 2010-03-31 Common Stock, par value $0.001 17529 17529 D Options to Purchase Common Stock 21.03 2008-08-08 2010-05-10 Common Stock, par value $0.001 3749 3749 D Options to Purchase Common Stock 9.98 2008-08-08 2011-02-21 Common Stock, par value $0.001 5842 5842 D Options to Purchase Common Stock 15.03 2008-08-20 2011-05-15 Common Stock, par value $0.001 7012 7012 D Options to Purchase Common Stock 23.10 2008-08-08 2011-12-16 Common Stock, par value $0.001 21002 21002 D Restricted Stock Purchase Right 0.02 2008-08-08 2012-03-19 Common Stock, par value $0.001 1169 1169 D Options to Purchase Common Stock 28.92 2008-08-08 2012-03-19 Common Stock, par value $0.001 14023 14023 D Reflects shares of IAC common stock acquired upon the acceleration of the vesting of multiple grants of restricted stock units immediately prior to the completion of the spin-off (the "Spin-Off") by IAC of HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("ILG"), Ticketmaster and Tree.com, Inc. ("TREE") and the one-for-two reverse stock split (the "Reverse Stock Split") on August 20, 2008. Settlement of these vestings will be delayed until January 2, 2009. Reflects the one-for-two reverse stock split (the "Reverse Stock Split") effected in connection with, and immediately following, the Spin-Off. Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the completion of the Spin-Off pursuant to amendments to the terms of the original awards made in contemplation of the Spin-Off. Represents the number of shares of IAC common stock accelerated upon the vesting of previously granted restricted stock units (as described in footnote 1 above), which number does not give effect to the Reverse Stock Split. The date in the "Date Exercisable" column represents the first vesting date pursuant to the terms of the original award, unless the award is vested in full, in which case the date is August 20, 2008. The date in the "Expiration Date" column represents, in the case of (i) restricted stock units that were accelerated in full in connection with the Spin-Off, August 20, 2008, (ii) all other restricted stock units, the last vesting date, and (iii) stock options, the last date on which such options can be exercised prior to the expiration of their term, in each case, pursuant to the terms of the original award. Represents the number of previously granted restricted stock units remaining after the accelerated vestings described in footnote 1 above, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such restricted stock units to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. Reflects an amendment made to the terms of previously granted performance-based restricted stock units in contemplation of the Spin-Off to fix the number of shares of IAC common stock subject to the award, remove the performance conditions and provide for the acceleration of the vesting of two- thirds of the award immediately prior to the completion of the Spin-Off (as described in footnote 1 above), with vesting of the balance of the award on February 16, 2010. The number of restricted stock units and shares of IAC common stock underlying such restricted stock units does not reflect the Spin-Off and Reverse Stock Split. Represents the number of previously granted restricted stock units remaining after the accelerated vesting described in footnote 1 above, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such restricted stock units to reflect the Spin-Off and Reverse Stock Split. Represents previously granted restricted stock units, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such restricted stock units, to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. Represents previously granted stock options, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such stock options and the per share exercise price to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. In connection with the Spin-Off, stock options and restricted stock purchase rights granted prior to December 31, 2007 were converted into options to purchase common stock and restricted stock purchase rights of each of IAC, HSN, ILG, Ticketmaster and Tree.com, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying each option/restricted stock purchase right and the per share exercise prices to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options and restricted stock purchase rights have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. Reflects IAC stock options and restricted stock purchase rights, as adjusted on the basis described immediately above. Tanya M. Stanich as Attorney-in-Fact forThomas McInerney 2008-08-22 -----END PRIVACY-ENHANCED MESSAGE-----