Amendment: SEC Form SCHEDULE 13D/A filed by IAC Inc.
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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. 5)
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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) |
03/31/2025 (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
0.00 | ||||||||
| 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)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
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:
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, Amendment No. 3 thereto dated January 15, 2025 and Amendment No. 4 thereto dated March 10, 2025 (the "Initial Schedule 13D"), is hereby further amended and supplemented to include the information set forth in this Amendment No. 5 to the Initial Schedule 13D, which is the final amendment to the Initial Schedule 13D and an exit filing for IAC. 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 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:
On March 31, 2025, IAC converted all of the 41,701,064 shares of ANGI Class B Common Stock it then held and which constituted all of the outstanding shares of ANGI Class B Common Stock, into shares of ANGI Class A Common Stock on a one-for-one basis pursuant to the terms of the ANGI Class B Common Stock (the "Conversion"). Following the Conversion, IAC held 42,080,232 shares of ANGI Class A Common Stock.
Also on March 31, 2025, IAC completed the previously announced spin-off by means of a special dividend (the "Distribution") of all of the shares of ANGI Class A Common Stock then held by IAC to holders of IAC Stock. This special dividend was paid through the distribution of 42,080,232 shares of ANGI Class A Common Stock on March 31, 2025 to holders of record of IAC Stock as of the close of business on March 25, 2025 (the "Record Date"), on a pro rata basis. Holders of IAC Stock as of the Record Date received 0.5251 shares of ANGI Class A Common Stock for each share of IAC Stock then held. Holders of IAC Stock did not receive fractional shares of ANGI Class A Common Stock in connection with the Distribution. Instead, holders of IAC Stock received (if applicable) a cash payment in lieu of any fractional shares of ANGI Class A Common Stock that they otherwise would have received in connection with the Distribution.
As a result of the Distribution, IAC no longer owns 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 does not beneficially own any shares of ANGI capital stock. | |
| (b) | Not applicable. | |
| (c) | Other than as disclosed in this Amendment No. 5 to the Initial Schedule 13D, no transactions were effected by IAC with respect to ANGI Class A Common Stock since the filing of Amendment No. 4 to the Initial Schedule 13D on March 10, 2025. | |
| (e) | March 31, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial Schedule 13D is hereby amended and supplemented as follows:
On March 31, 2025, IAC completed the previously announced Distribution, as a result of which all 42,080,232 shares of ANGI Class A Common Stock then held by IAC were distributed to holders of record of IAC Stock as of the close of business on the Record Date, on a pro rata basis. Upon completion of the Distribution, the Investor Rights Agreement, dated as of September 29, 2017, by and between IAC and ANGI, terminated pursuant to its terms. | ||
| 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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