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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 650 (5) | 12/01/2004(6) | 08/08/2008(6) | Common Stock, par value $0.001 | 650 (5) | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 295 (5) | 02/04/2005(6) | 08/08/2008(6) | Common Stock, par value $0.001 | 295 (5) | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 1,579 (5) | 12/02/2005(6) | 08/20/2008(6) | Common Stock, par value $0.01 | 1,579 (5) | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 2,647 (5) | 02/10/2006(6) | 08/20/2008(6) | Common Stock, par value $0.001 | 2,647 (5) | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 3,162 (5) | 02/10/2006(6)(7) | 02/10/2010(6)(7) | Common Stock, par value $0.001 | 3,162 (5) | $ 0 | 3,624 (8) | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 11,856 (5) | 09/29/2010(6)(9) | 09/29/2010(6)(9) | Common Stock, par value $0.001 | 11,856 (5) | $ 0 | 9,058 (8) | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 1,796 (5) | 02/06/2007(6)(10) | 02/06/2011(6)(10) | Common Stock, par value $0.001 | 1,796 (5) | $ 0 | 4,119 (8) | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(4) | 878 (5) | 02/16/2008(6)(11) | 02/16/2012(6)(11) | Common Stock, par value $0.001 | 878 (5) | $ 0 | 3,020 (8) | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | J(12) | 10,664 (13) | 08/20/2008(6)(12) | 02/16/2010(6)(12) | Common Stock, par value $0.001 | 10,664 (13) | $ 0 | 10,664 (13) | D | ||||
| Restricted Stock Units | $ 0 | 08/20/2008 | M(12) | 7,108 (5) | 08/20/2008(6)(12) | 02/16/2010(6)(12) | Common Stock, par value $0.01 | 7,108 (5) | $ 0 | 4,074 (14) | D | ||||
| Restricted Stock Units | $ 0 | 01/31/2011(6)(15) | 01/31/2011(6)(15) | Common Stock, par value $0.001 | 13,750 (15) | 13,750 (15) | D | ||||||||
| Options to Purchase Common Stock | $ 20.05 | 01/31/2009(6)(16) | 01/31/2018(6)(16) | Common Stock, par value $0.001 | 45,833 (16) | 45,833 (16) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schwerdtman Michael H C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY 10011 |
SVP & Controller | |||
| Tanya M. Stanich as Attorney-in-Fact for Michael H. Schwerdtman | 12/03/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects shares of IAC common stock acquired upon the accelerated vesting of multiple grants of restricted stock units immediately prior to the completion of the spin-off by IAC of HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. on August 20, 2008 (the "Spin-Off"). |
| (2) | Represents the withholding of shares of IAC common stock to cover the payment of taxes in connection with the vesting of restricted stock units (see footnote 1 above). |
| (3) | Reflects the one-for-two reverse stock split (the "Reverse Stock Split") effected in connection with, and immediately following, the Spin-Off. |
| (4) | 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 adjustments made in contemplation of the Spin-Off. |
| (5) | Represents the number of shares of IAC common stock accelerated upon the vesting of previously granted restricted stock units (as described above), which number does not give effect to the Reverse Stock Split. |
| (6) | The date in the "Date Exercisable" column represents the first vesting date pursuant to the terms of the original award or, in the case of awards that were both amended (see footnote 12) in connection with the Spin-Off, 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 of their term. |
| (7) | Pursuant to the initial terms of this award, the last remaining tranche of this award (3,624) will vest on February 10, 2010. |
| (8) | Represents the number of previously granted restricted stock units remaining after the accelerated vestings described 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. |
| (9) | Pursuant to the initial terms of this award, this award will vest in one lump sum installment on September 29, 2010. |
| (10) | Pursuant to the initial terms of this award, the two remaining tranches of this award (2,059 and 2,060) will vest on February 6, 2010 and February 6, 2011. |
| (11) | Pursuant to the initial terms of this award, the three remaining tranches of this award (1,006, 1,006 and 1,008) will vest on February 16, 2010, February 16, 2011 and February 16, 2012. |
| (12) | 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 above), with the balance of the award vesting on February 16, 2010. |
| (13) | The number of restricted stock units and shares of IAC common stock underlying such restricted stock units do not reflect the Spin-Off and Reverse Stock Split. |
| (14) | Represents the number of previously granted restricted stock units remaining after the accelerated vesting described 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. |
| (15) | 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, which provide for vesting in one lump sum installment on January 31, 2011. |
| (16) | 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, which provide for vesting in four equal annual installments (25%) on January 31, 2009, January 31, 2010, January 31, 2011 and January 31, 2012. |