SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 8.01.||Other Events.|
This Current Report on Form 8-K is being filed in connection with the closing under the previously disclosed Amended and Restated Agreement and Plan of Merger, dated as of March 12, 2021 (the “Merger Agreement”), by and among Vimeo, Inc. (formerly known as Vimeo Holdings, Inc., the “Company”), Stream Merger Sub, Inc. (“Merger Sub”) and Vimeo.com, Inc. (formerly known as Vimeo, Inc., “Vimeo.com”), pursuant to which, on May 25, 2021, Merger Sub was merged with and into Vimeo.com, with Vimeo.com continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Vimeo.com merger”).
At the effective time of the Vimeo.com merger, each share of Class A voting common stock, par value $0.01, of Vimeo.com and each share of Class B non-voting common stock, par value $0.01, of Vimeo.com issued and outstanding immediately prior to the effective time of the Vimeo.com merger (other than certain shares that were cancelled pursuant to the Merger Agreement) was converted into the right to receive 1.0143 shares of common stock, par value $0.01, of the Company (“Company Common Stock”), with cash to be paid in lieu of fractional shares.
The Vimeo.com merger occurred following the completion by IAC/InterActiveCorp, on May 25, 2021, of the spin-off of the Company to IAC’s stockholders. Immediately following the closing of the Vimeo.com merger, there were approximately 154.8523 million shares of Company Common Stock (including 4,870,500 restricted shares subject to performance and time-based vesting requirements) and 9,399,250 shares of Class B common stock, par value $0.01 per share, of the Company outstanding.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|By:||/s/ Michael A. Cheah|
|Name:||Michael A. Cheah|
|Title:||General Counsel and Secretary|
Date: May 26, 2021