0001104659-21-140067.txt : 20211116 0001104659-21-140067.hdr.sgml : 20211116 20211116171450 ACCESSION NUMBER: 0001104659-21-140067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211112 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 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: 001-39356 FILM NUMBER: 211417287 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER NAME: FORMER CONFORMED NAME: DILLER BARRY DATE OF NAME CHANGE: 19940719 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IAC/InterActiveCorp CENTRAL INDEX KEY: 0001800227 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 843727412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: (212) 314-7300 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: IAC Holdings, Inc. DATE OF NAME CHANGE: 20200115 4 1 tm2133067-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-11-12 0 0001800227 IAC/InterActiveCorp IAC 0000927067 Diller Barry C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK NY 10011 1 1 0 0 Chairman & Senior Executive Class B Common Stock, par value $0.0001 0 2021-11-12 4 J 0 1221898 D Common Stock, par value $0.0001 1221898 429113 D Class B Common Stock, par value $0.0001 0 2021-11-12 4 J 0 1094412 A Common Stock, par value $0.0001 1094412 4786847 I Through trusts (for the benefit of members of the reporting person's family) Shares of IAC Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of IAC common stock at any time and do not have an expiration date. Each share of IAC Class B common stock is entitled to ten votes per share and each share of IAC common stock is entitled to one vote per share. Represents a transfer by Mr. Diller of (i) 1,094,412 shares of IAC Class B common stock to trusts for the benefit of certain of his family members and for which Mr. Diller serves as an investment advisor (the "Descendants Trusts"), and (ii) 127,486 shares of IAC Class B common stock to a trust for the benefit of certain of his family members and for which Mr. Diller's stepson, Alexander von Furstenberg, serves as an investment advisor (the "TALT Trust"), in each case, in connection with the long-term estate planning of Mr. Diller and his family. In connection with the transfers of shares of IAC Class B common stock referred to in footnote (2) above, (i) the Descendants Trusts transferred an aggregate of 221,949 shares of common stock of Vimeo, Inc. and 5,994,667 shares of Class B common stock of Vimeo, Inc., to the Reporting Person and (ii) the TALT Trust transferred 724,167 shares of Class B common stock of Vimeo, Inc., to the Reporting Person. Exhibit List: Exhibit 24 - Power of Attorney Tanya M. Stanich as Attorney-in-Fact for Barry Diller 2021-11-16 EX-24 2 tm2133067d2_ex24.htm EXHIBIT 24

Exhibit 24

Power of Attorney

Know all by these presents, that the undersigned, Barry Diller, hereby makes, constitutes and appoints each of Kendall Handler, Joanne Hawkins and Tanya M. Stanich, or any of them acting singly, and with full power of substitution and re-substitution, as the undersigned’s true and lawful attorney-in-fact (each of such persons and their 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, IAC Holdings, Inc. (to be renamed IAC/InterActiveCorp, 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 undersigne’'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 November 16, 2021.

	/s/ BARRY DILLER
	Barry Diller