Page 4 of 7 – SEC Filing
The following constitutes the Schedule
13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates
to the Class A Common Stock, par value $0.001 per share (the “Shares”), of ANGI Homeservices Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 14023 Denver West Parkway, Building
64, Golden, CO 80401.
| Item 2. | Identity and Background. |
(a)
This statement is filed by (i) TCS Capital Management, LLC, a Delaware limited liability company (“TCS
Management”) and (ii) Eric Semler.
TCS Management, in
its capacity as investment manager to an investment fund vehicle (the “Account”), has shared power to direct
the vote and disposition of the Shares held in the Account. As the managing member of TCS Management, Mr. Semler may direct
the vote and disposition of the Shares held in the Account. As the spouse of the trustee of an irrevocable family trust,
Mr. Semler may also direct the vote and disposition of the Shares that are held in the irrevocable family trust. In addition, Mr.
Semler has the power to vote and dispose of the Shares he beneficially owns directly that were granted to Mr. Semler by Angie’s
List (as defined and described below in Item 3) in his capacity as a former director of Angie’s List.
Each of TCS Management
and Mr. Semler is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of the Reporting Persons is 888 Seventh Avenue, Suite 1504, New York, NY 10106.
(c) The
principal business of TCS Management is serving as the investment manager of the Account. The principal occupation of Mr.
Semler is serving as the managing member of TCS Management.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been 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.
Semler is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares beneficially owned
by the Reporting Persons were received in connection with that certain Agreement and Plan of Merger, dated as of May 1, 2017, as
amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017 (the “Merger Agreement”),
by and among the Angie’s List, Inc. (“Angie’s List”), IAC/InterActiveCorp (“IAC”), the Issuer,
and Casa Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer (“Merger Sub”).
Pursuant to the Merger Agreement, Angie’s List merged with and into the Merger Sub (the “Merger”) with Angie’s
List surviving the Merger as a wholly owned subsidiary of the Issuer. Effective as of the close of business on September 29, 2017,
each share of Angie’s List owned by the Reporting Persons, including those shares underlying certain Restricted Stock Units
and Stock Options granted to Mr. Semler in his capacity as a former director of Angie’s List, was converted into one Share
of the Issuer pursuant to the Merger Agreement.
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