Amendment: SEC Form SCHEDULE 13D/A filed by IAC Inc.
$IAC
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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ANGI INC. (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) |
00183L102 (CUSIP Number) |
Kendall Handler IAC Inc., 555 West 18th Street New York, NY, 10011 (212) 314-7300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00183L102 |
| 1 |
Name of reporting person
IAC Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
420,802,335.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
83.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7, 9, and 11: Reflects: (i) 417,010,647 shares of Class B Common Stock, par value $0.001, of Angi Inc. ("ANGI Class B Common Stock"), beneficially owned by IAC Inc. ("IAC") as converted on a one-to-one basis into shares of Class A Common Stock, par value $0.001, of Angi Inc. ("ANGI Class A Common Stock"), in accordance with their terms, and (ii) 3,791,688 shares of ANGI Class A Common Stock beneficially owned by IAC.
Note to 13: Assumes the conversion of all shares of ANGI Class B Common Stock beneficially owned by IAC into shares of ANGI Class A Common Stock on a one-for-one basis. Because each share of ANGI Class B Common Stock is generally entitled to ten votes per share and each share of ANGI Class A Common Stock is entitled to one vote per share, IAC may be deemed to beneficially own equity securities of Angi Inc. ("ANGI") representing approximately 98.1% of the total voting power of all classes of capital stock of ANGI, based on 84,518,339 shares of ANGI Class A Common Stock outstanding as of March 7, 2025 and 417,010,647 shares of ANGI Class B Common Stock outstanding as of the date hereof.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE | |
| (b) | Name of Issuer:
ANGI INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
IAC Inc., 555 West 18th Street, New York,
NEW YORK
, 10011. | |
Item 1 Comment:
Introductory Note
This amended report on Schedule 13D relating to ANGI Class A Common Stock initially filed by IAC with the U.S. Securities and Exchange Commission (the "SEC") on July 7, 2020, as amended by Amendment No. 1 thereto dated April 2, 2021, Amendment No. 2 thereto dated November 12, 2024 and Amendment No. 3 thereto dated January 15, 2025 (the "Initial Schedule 13D"), is hereby further amended and supplemented to include the information set forth in this Amendment No. 4 to the Initial Schedule 13D. Capitalized terms not defined herein have the meanings given to such terms in the Initial Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | No amendment to this item is being made. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Initial Schedule 13D is hereby amended and supplemented as follows:
On March 7, 2025, ANGI issued 1,203,508 shares of ANGI Class A Common Stock, at a price per share of $1.66, to IAC as reimbursement for shares of IAC common stock issued in connection with the settlement of certain ANGI subsidiary denominated equity awards held by ANGI employees pursuant to the Employee Matters Agreement between IAC and ANGI, which was previously filed as Exhibit 7.3 to the Initial Schedule 13D (the "Reimbursement Issuance"). | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:
The information set forth above in Item 3 with respect to the Reimbursement Issuance is incorporated herein by reference.
On March 10, 2025, IAC announced the Board of Directors of IAC (the "Board") approved the planned spin-off of ANGI and declared a special dividend (the "Distribution") of all of the shares of ANGI capital stock held by IAC to the holders of IAC common stock, par value $0.0001 per share (the "IAC common stock") and IAC Class B common stock, par value $0.0001 per share (the "IAC Class B common stock" and together with the IAC common stock, "IAC Stock"). The dividend will be paid through the distribution of shares of ANGI Class A common stock on March 31, 2025 to the holders of record of IAC Stock as of the close of business on March 25, 2025, on a pro rata basis, subject to the satisfaction or waiver of certain conditions to the Distribution, as described in the Registration Statement on Form S-3 filed by ANGI in connection with the spin-off. After the completion of the Distribution, IAC will no longer own any shares of ANGI capital stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in paragraph (a) of Item 5 of the Initial Schedule 13D is hereby amended and restated as follows: (a) IAC beneficially owns: (i) 417,010,647 shares of ANGI Class B Common Stock, representing 100% of the outstanding shares of ANGI Class B Common Stock as of the date hereof, and (ii) 3,791,688 shares of ANGI Class A Common Stock, representing 4.5% of the outstanding shares of ANGI Class A Common Stock as of March 7, 2025. Shares of ANGI Class B Common Stock are convertible into shares of ANGI Class A Common Stock on a one-for-one basis, at any time at the election of the holder of such shares. IAC is the beneficial owner of equity securities of ANGI representing approximately 98.1% of the total voting power of all classes of ANGI capital stock and approximately 83.9% (on an as converted basis) of the total outstanding shares of ANGI capital stock. | |
| (b) | IAC has sole voting and sole dispositive power with regard to (i) 417,010,647 shares of ANGI Class B Common Stock and (ii) 3,791,688 shares of ANGI Class A Common Stock. | |
| (c) | The information set forth above in Item 3 with respect to the Reimbursement Issuance is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
7.1 Investor Rights Agreement, dated as of September 29, 2017, by and between IAC (as assignee of Old IAC) and ANGI Homeservices Inc. (filed as Exhibit 2.2 to Old IAC's Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on October 2, 2017).
7.2 Contribution Agreement, dated as of September 29, 2017, by and between IAC (as assignee of Old IAC) and ANGI Homeservices Inc. (filed as Exhibit 2.1 to Old IAC's Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on October 2, 2017).
7.3 Employee Matters Agreement, dated as of September 29, 2017, by and between IAC (as assignee of Old IAC) and ANGI Homeservices Inc. (filed as Exhibit 2.5 to Old IAC's Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on October 2, 2017).
7.4 Employment Transition Agreement, dated as of January 13, 2025, by and between IAC Inc. and Joseph Levin. (filed as Exhibit 10.1 to IAC's Current Report on Form 8-K dated January 13, 2025, filed with the Securities and Exchange Commission on January 13, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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