FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vimeo, Inc. [ VMEO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/27/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/25/2021 | A | 56,186(1) | A | $0.00 | 56,186 | D | |||
Common Stock | 05/25/2021 | A | 4,406 | A | (2) | 4,406 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase Common Stock | $2.8838 | 05/25/2021 | A(3)(4) | 245,148 | 05/25/2021 | 04/07/2026 | Common Stock, par value $0.01 | 245,148 | $0 | 245,148 | D | ||||
Option to Purchase Common Stock | $4.7874 | 05/25/2021 | A(3)(4) | 243,525 | 05/25/2021 | 02/14/2027 | Common Stock, par value $0.01 | 243,525 | $0 | 243,525 | D | ||||
Option to Purchase Common Stock | $9.6081 | 05/25/2021 | A(3)(4) | 64,940 | 05/25/2021 | 03/02/2028 | Common Stock, par value $0.01 | 64,940 | $0 | 64,940 | D | ||||
Option to Purchase Common Stock | $9.6081 | 05/25/2021 | A(3)(4) | 64,940 | 05/25/2021 | 03/02/2028 | Common Stock, par value $0.01 | 64,940 | $0 | 64,940 | D |
Explanation of Responses: |
1. Represents shares of Issuer common stock that Mr. Schiffman received in connection with the completion of the Issuer's spin-off (the "Spin-off") from IAC/InterActiveCorp ("IAC") on May 25, 2021, as a result of shares of IAC common stock held by Mr. Schiffman prior to the Spin-off. In connection with the Spin-off, each share of IAC par value $0.001 common stock was reclassified into (i) one share of IAC par value $0.0001 common stock and (ii) 1/100th of a share of IAC par value $0.01 Series 1 mandatorily exchangeable preferred stock that was then automatically exchanged into 1.6235 shares of Issuer common stock (with holders receiving cash in lieu of any fractional shares of Issuer common stock resulting, after aggregation, from the reclassification). |
2. Represents a grant of restricted stock units with respect to shares of the Issuer's Common Stock that vests in two equal installments on the first two anniversaries of the grant date. This grant of RSUs was inadvertently omitted from the original Form 4 filing made on May 27, 2021. |
3. Pursuant to the terms of the Employee Matters Agreement, dated as of May 25, 2021 (the "EMA"), by and among the Issuer and IAC, and in connection with the Spin-off, each option to purchase shares of IAC common stock that was outstanding as of immediately prior to the effective time of the Spin-off was automatically converted into (i) an option to purchase shares of common stock of IAC and (ii) an option to purchase shares of the Issuer's common stock, with adjustments to the number of shares subject to each option and the option exercise prices based on (x) the value of IAC common stock prior to the Spin-off and (y) the value of IAC common stock and the value of the Issuer's common stock after giving effect to the Spin-off. |
4. Except as otherwise described herein and except to the extent otherwise provided under local law, the converted options generally have the same terms and conditions, including the same exercise periods, as the options to purchase shares of IAC common stock had immediately prior to the Spin-off. Following the Spin-off, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Issuer employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employed them immediately following the Spin-off. |
/s/ Jessica Tracy, Attorney-in-Fact for Glenn H. Schiffman | 06/08/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |