Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
Amendment No. 2

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o

 

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 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).

 

 

 

(1)   Reflects 421,452,903 shares of Class B Common Stock, par value $0.001, of ANGI Homeservices Inc. (the Class B Common Stock) beneficially owned by IAC/InterActiveCorp (IAC) on an as converted basis into shares of Class A Common Stock, par value $0.001, of ANGI Homeservices Inc. (the Class A Common Stock) in accordance with their terms.

(2)   Assumes the conversion of all shares of Class B Common Stock beneficially owned by IAC into shares of Class A Common Stock on a one-for-one basis. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Class A Common Stock is entitled to one vote per share, IAC beneficially owns equity securities of ANGI Homeservices representing approximately 98.0% of the total number of votes of all classes of common stock of ANGI Homeservices, based on 85,989,523 shares of Class A Common Stock and 421,452,903 shares of Class B Common Stock outstanding as of August 2, 2019.

 

2

 

Introductory Note

 

The Report on Schedule 13D relating to the Class A Common Stock of ANGI Homeservices Inc., a Delaware corporation (the Company or ANGI), initially filed by IAC with the Securities and Exchange Commission (the SEC) on October 3, 2017 (the Initial Schedule 13D), as amended by Amendment No. 1 thereto dated October 10, 2018, is hereby further amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this Amendment), which constitutes Amendment No. 2 to the Initial Schedule 13D. Capitalized terms not defined herein have the meanings given to such terms in the Initial Schedule 13D.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

The information set forth in Item 3 of the Initial Schedule 13D is hereby amended and supplemented as follows:

 

Pursuant to the Employee Matters Agreement, dated as of September 29, 2017, by and between IAC and the Company, 137,623, 334,385 and 417 shares of Class B Common Stock were issued to IAC on December 31, 2018, March 31, 2019 and June 30, 2019, respectively, as reimbursement for shares of common stock, par value $0.001, of IAC issued in connection with the: (i) exercise of IAC equity awards and/or (ii) settlement of equity awards denominated in shares of certain ANGI subsidiaries, in each case, held by ANGI employees.

 

Item 4.  Purpose of the Transaction.

 

The information set forth in Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:

 

On August 7, 2019, IAC announced its intention to explore the possibility of a distribution of its interest in ANGI to IACs shareholders. No decisions have been made as to the details of, or whether to pursue or consummate, such transaction.

 

Item 5.  Interest in Securities of the Issuer.

 

The information set forth in paragraph (a) of Item 5 of the Initial Schedule 13D is hereby amended and supplemented as follows:

 

(a)  IAC beneficially owns 421,452,903 shares of Class B Common Stock, representing 100% of the outstanding shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis, at any time at the election of the holder of such shares. As of the date of this report, IAC is the beneficial owner of equity securities of ANGI representing approximately 98.0% of the total voting power of ANGI and 83.1% (on an as converted basis) of the outstanding shares of ANGI capital stock, in each case, based on 85,989,523 shares of Class A Common Stock and 421,452,903 shares of Class B Common Stock outstanding as of August 2, 2019.

 

3

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit No.		Description
7.1		Investor Rights Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. (filed as Exhibit 2.2 to IAC/InterActiveCorps 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/InterActiveCorp and ANGI Homeservices Inc. (filed as Exhibit 2.1 to IAC/InterActiveCorps 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/InterActiveCorp and ANGI Homeservices Inc. (filed as Exhibit 2.5 to IAC/InterActiveCorps Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on October 2, 2017).
7.4		Agreement and Plan of Merger, dated as of May 1, 2017, by and among Angies List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. (f/k/a Halo TopCo, Inc.) and Casa Merger Sub, Inc. (filed as Exhibit 2.1 to IAC/InterActiveCorps Current Report on Form 8-K dated September 29, 2017, filed with the Securities and Exchange Commission on May 2, 2017).
7.5		Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angies List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc.(filed as Exhibit 2.1 to Angies Lists Current Report on Form 8-K dated August 26, 2017, filed with the Securities and Exchange Commission on August 30, 2017).

 

4

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 8, 2019

 

	IAC/INTERACTIVECORP
	/s/ Gregg Winiarski
	Gregg Winiarski
	Executive Vice President, General Counsel & Secretary

 

5