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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ANGI INC. (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) |
00183L201 (CUSIP Number) |
Andrew J. Nussbaum, Esq. Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street New York, NY, 10019 (212) 403-1000 (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. | 00183L201 |
| 1 |
Name of reporting person
BARRY DILLER | ||||||||
| 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
UNITED STATES
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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
3,358,202.00 | ||||||||
| 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)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 13: Based on 49,538,076 shares of Angi Class A common stock outstanding as of March 31, 2025. See Item 5.
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:
3601 Walnut Street, Suite 700, Denver,
COLORADO
, 80205. | |
Item 1 Comment:
Introductory Note:
This Report on Schedule 13D is being filed by Barry Diller following the completion on March 31, 2025 of the spin-off by IAC Inc., a Delaware corporation ("IAC"), by means of a special dividend, of all of the shares of capital stock of Angi Inc., a Delaware corporation ("Angi"), then held by IAC to holders of IAC common stock, par value $0.0001 per share, and IAC Class B common stock, par value $0.0001 per share (the IAC common stock and IAC Class B common stock collectively, "IAC Stock"), as of the record date of March 25, 2025 (the "Spin-Off"). | ||
| Item 2. | Identity and Background | |
| (a) | Barry Diller | |
| (b) | Mr. Diller's business address is c/o IAC 555 West 18th Street, New York, New York 10011. | |
| (c) | Mr. Diller is the Chairman and Senior Executive of IAC and the Chairman and Senior Executive of Expedia Group, Inc. | |
| (d) | During the last five years, Mr. Diller has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, Mr. Diller has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mr. Diller is a United States citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
In connection with the completion of the Spin-Off on March 31, 2025, in respect of shares of IAC Stock owned as of the record date of March 25, 2025: (i) Mr. Diller and related entities received 3,357,304 shares of Angi Class A common stock, par value $0.001 per share ("Angi Class A common stock"), and (b) a family foundation received 898 shares of Angi Class A common stock. | ||
| Item 4. | Purpose of Transaction | |
Mr. Diller acquired beneficial ownership of the securities described in this Report on Schedule 13D in connection with the completion of the Spin-Off on March 31, 2025.
Depending on market conditions and other factors, Mr. Diller may from time to time: (i) purchase additional shares of Angi Class A common stock in the open market or in private transactions or (ii) sell or otherwise dispose of all or some of the shares of Angi Class A common stock described herein by public or private sale, gift, pledge or otherwise.
Subject to the foregoing, Mr. Diller does not have any current plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
The information contained in Items 3 and 5 of this Report on Schedule 13D is hereby incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Report, Mr. Diller beneficially owns:
(i) 470,781 shares of Angi Class A common stock held directly by Mr. Diller and/or through The Arrow 1999 Trust, dated September 16, 1999, as amended (the "Arrow Trust"), over which Mr. Diller has sole investment and voting power;
(ii) 2,585,358 shares of Angi Class A common stock held by trusts for the benefit of certain members of Mr. Diller's family (the "Descendants Trusts"), over which Mr. Diller has sole investment power and Diane Von Furstenberg, Mr. Diller's spouse, has sole voting power;
(iii) 301,165 shares of Angi Class A common stock held by a trust for the benefit of certain members of Mr. Diller's family (the "TALT Trust"), over which Alexander von Furstenberg, Mr. Diller's stepson, has sole investment and voting power, and over which Mr. Diller may be deemed to have the right to acquire investment power within 60 days as a result of his ability to designate a replacement for Mr. von Furstenberg as investment advisor; provided, however, that Mr. Diller may not act as the replacement investment advisor with respect to voting control over such securities; and
(iv) 898 shares of Angi Class A common stock held by a family foundation, as to which Mr. Diller has shared voting and investment power and as to which Mr. Diller disclaims beneficial ownership. | |
| (b) | The information contained in Item 5(a) of this Report on Schedule 13D is hereby incorporated by reference herein. | |
| (c) | Except as described herein, Mr. Diller has not effected any transactions in shares of Angi Class A common stock during the past 60 days. | |
| (d) | Except as described herein, no person other than Mr. Diller has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Angi Class A common stock beneficially owned by Mr. Diller. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| 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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