Iac/Interactivecorp - Statement of Changes in Beneficial Ownership (4)
23 August 2008 - 3:39AM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MCINERNEY THOMAS
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2. Issuer Name
and
Ticker or Trading Symbol
IAC/INTERACTIVECORP
[
IACI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & CFO
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(Last)
(First)
(Middle)
C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/20/2008
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(Street)
NEW YORK, NY 10011
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001
(1)
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8/20/2008
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M
(1)
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358310
(1)
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A
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$0
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230597
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0
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8/20/2008
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M
(3)
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10027
(4)
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2/4/2005
(5)
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8/20/2008
(5)
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Common Stock, par value $0.001
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10027
(4)
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$0
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0
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D
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Restricted Stock Units
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$0
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8/20/2008
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M
(3)
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58982
(4)
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2/4/2009
(5)
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8/20/2008
(5)
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Common Stock, par value $0.001
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58982
(4)
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$0
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0
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D
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Restricted Stock Units
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$0
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8/20/2008
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M
(3)
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30164
(4)
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2/10/2006
(5)
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8/20/2008
(5)
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Common Stock, par value $0.001
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30164
(4)
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$0
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0
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D
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Restricted Stock Units
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$0
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8/20/2008
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M
(3)
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113110
(4)
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2/10/2010
(5)
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8/20/2008
(5)
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Common Stock, par value $0.001
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113110
(4)
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$0
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0
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D
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Restricted Stock Units
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$0
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8/20/2008
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M
(3)
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17966
(4)
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2/6/2007
(5)
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2/6/2011
(5)
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Common Stock, par value $0.001
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17966
(4)
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$0
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41174
(6)
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D
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Restricted Stock Units
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$0
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8/20/2008
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M
(3)
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86238
(4)
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2/6/2011
(5)
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2/6/2011
(5)
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Common Stock, par value $0.001
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86238
(4)
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$0
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65877
(6)
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D
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Restricted Stock Units
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$0
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8/20/2008
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J
(7)
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62735
(8)
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8/20/2008
(5)
(7)
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2/16/2010
(5)
(7)
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Common Stock, par value $0.001
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62735
(8)
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$0
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62735
(8)
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D
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Restricted Stock Units
(10)
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$0
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8/20/2008
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M
(7)
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41823
(4)
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8/20/2008
(5)
(7)
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2/16/2010
(5)
(7)
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Common Stock, par value $0.001
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41823
(4)
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$0
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23962
(9)
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D
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Restricted Stock Units
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$0
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4/9/2009
(5)
(10)
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4/9/2012
(5)
(10)
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Common Stock, par value $0.001
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27637
(10)
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27637
(10)
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D
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Options to Purchase Common Stock
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$20.07
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4/9/2009
(5)
(11)
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4/9/2018
(5)
(11)
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Common Stock, par value $0.001
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190973
(11)
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190973
(11)
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D
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Options to Purchase Common Stock
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$22.69
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4/9/2009
(5)
(11)
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4/9/2018
(5)
(11)
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Common Stock, par value $0.001
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190973
(11)
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190973
(11)
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D
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Options to Purchase Common Stock
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$25.31
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4/9/2009
(5)
(11)
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4/9/2018
(5)
(11)
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Common Stock, par value $0.001
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190971
(11)
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190971
(11)
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D
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Options to Purchase Common Stock
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$23.59
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8/20/2008
(5)
(12)
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6/23/2009
(5)
(12)
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Common Stock, par value $0.001
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35089
(12)
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35089
(12)
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D
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Options to Purchase Common Stock
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$40.82
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8/20/2008
(5)
(12)
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12/27/2009
(5)
(12)
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Common Stock, par value $0.001
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30385
(12)
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30385
(12)
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D
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Options to Purchase Common Stock
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$25.99
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8/8/2008
(5)
(12)
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3/31/2010
(5)
(12)
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Common Stock, par value $0.001
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17529
(12)
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17529
(12)
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D
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Options to Purchase Common Stock
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$21.03
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8/8/2008
(5)
(12)
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5/10/2010
(5)
(12)
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Common Stock, par value $0.001
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3749
(12)
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3749
(12)
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D
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Options to Purchase Common Stock
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$9.98
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8/8/2008
(5)
(12)
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2/21/2011
(5)
(12)
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Common Stock, par value $0.001
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5842
(12)
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5842
(12)
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D
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Options to Purchase Common Stock
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$15.03
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8/20/2008
(5)
(12)
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5/15/2011
(5)
(12)
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Common Stock, par value $0.001
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7012
(12)
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7012
(12)
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D
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Options to Purchase Common Stock
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$23.10
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8/8/2008
(5)
(12)
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12/16/2011
(5)
(12)
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Common Stock, par value $0.001
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21002
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21002
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D
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Restricted Stock Purchase Right
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$0.02
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8/8/2008
(5)
(12)
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3/19/2012
(5)
(12)
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Common Stock, par value $0.001
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1169
(12)
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1169
(12)
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D
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Options to Purchase Common Stock
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$28.92
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8/8/2008
(5)
(12)
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3/19/2012
(5)
(12)
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Common Stock, par value $0.001
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14023
(12)
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14023
(12)
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D
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Explanation of Responses:
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(
1)
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Reflects shares of IAC common stock acquired upon the acceleration of the vesting of multiple grants of restricted stock units immediately prior to the completion of the spin-off (the "Spin-Off") by IAC of HSN, Inc. ("HSN"), Interval Leisure Group, Inc. ("ILG"), Ticketmaster and Tree.com, Inc. ("TREE") and the one-for-two reverse stock split (the "Reverse Stock Split") on August 20, 2008. Settlement of these vestings will be delayed until January 2, 2009.
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(
2)
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Reflects the one-for-two reverse stock split (the "Reverse Stock Split") effected in connection with, and immediately following, the Spin-Off.
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(
3)
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Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the completion of the Spin-Off pursuant to amendments to the terms of the original awards made in contemplation of the Spin-Off.
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(
4)
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Represents the number of shares of IAC common stock accelerated upon the vesting of previously granted restricted stock units (as described in footnote 1 above), which number does not give effect to the Reverse Stock Split.
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(
5)
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The date in the "Date Exercisable" column represents the first vesting date pursuant to the terms of the original award, unless the award is vested in full, in which case the date is August 20, 2008. The date in the "Expiration Date" column represents, in the case of (i) restricted stock units that were accelerated in full in connection with the Spin-Off, August 20, 2008, (ii) all other restricted stock units, the last vesting date, and (iii) stock options, the last date on which such options can be exercised prior to the expiration of their term, in each case, pursuant to the terms of the original award.
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(
6)
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Represents the number of previously granted restricted stock units remaining after the accelerated vestings described in footnote 1 above, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such restricted stock units to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.
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(
7)
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Reflects an amendment made to the terms of previously granted performance-based restricted stock units in contemplation of the Spin-Off to fix the number of shares of IAC common stock subject to the award, remove the performance conditions and provide for the acceleration of the vesting of two- thirds of the award immediately prior to the completion of the Spin-Off (as described in footnote 1 above), with vesting of the balance of the award on February 16, 2010.
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(
8)
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The number of restricted stock units and shares of IAC common stock underlying such restricted stock units does not reflect the Spin-Off and Reverse Stock Split.
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(
9)
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Represents the number of previously granted restricted stock units remaining after the accelerated vesting described in footnote 1 above, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such restricted stock units to reflect the Spin-Off and Reverse Stock Split.
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(
10)
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Represents previously granted restricted stock units, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such restricted stock units, to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.
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(
11)
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Represents previously granted stock options, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of IAC common stock underlying such stock options and the per share exercise price to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.
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(
12)
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In connection with the Spin-Off, stock options and restricted stock purchase rights granted prior to December 31, 2007 were converted into options to purchase common stock and restricted stock purchase rights of each of IAC, HSN, ILG, Ticketmaster and Tree.com, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying each option/restricted stock purchase right and the per share exercise prices to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options and restricted stock purchase rights have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. Reflects IAC stock options and restricted stock purchase rights, as adjusted on the basis described immediately above.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MCINERNEY THOMAS
C/O IAC/INTERACTIVECORP
555 WEST 18TH STREET
NEW YORK, NY 10011
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EVP & CFO
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Signatures
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Tanya M. Stanich as Attorney-in-Fact forThomas McInerney
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8/22/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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