Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

SCHEDULE 13D/A

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

(Amendment No. 2)

 

Under the Securities Exchange Act of 1934

 

(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 the 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 

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Explanatory Note

 

This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 22, 2016, as amended on July 21, 2016 (together, the Schedule 13D), by Vajra Fund III, LLC, a Delaware limited liability company, Vajra Asset Management, LLC, a Delaware limited liability company and Michael Brodsky (together, collectively referred to herein as the Reporting Persons).  The Schedule 13D relates to the Common Stock, par value $0.001 of Angies List, Inc., a Delaware corporation (the Issuer).

 

Item 4.                                                         Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by adding the following:

 

On October 13, 2016, Vajra Fund III, LLC sent a letter (the Letter) to the Board of Directors of the Issuer (the Board), supporting the resignation of each of Mr. John H. Chuang, former Chairman of the Board, and Mr. Steven M. Kapner, former member of the Board (as disclosed in the Issuers Form 8-K filed with the Securities and Exchange Commission on October 7, 2016) and the reduction in the size of the Board from 12 to 10 members.  Vajra Fund III, LLC had initially proposed the resignation of Messrs. Chuang and Kapner and the reduction in the size of the Board in a letter dated July 21, 2016 sent by Vajra Fund III, LLC to the Board.  Vajra Fund III, LLC also expressed support for the appointment of Mr. Thomas Evans as Chairman of the Board.

 

In addition, in the Letter Vajra Fund III, LLC asked that the Issuer eliminate the policy that allows Board members to pledge the Issuers securities as collateral to secure or guarantee indebtedness and the Issuers staggered board election policy.

 

A copy of the Letter is attached hereto as Exhibit 3 and is incorporated herein by reference.

 

Other than as discussed above, none of the Reporting Persons currently has any other plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.  However, as part of their ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.  The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer, to engage in any hedging or similar transaction with respect to the securities or to change their intention with respect to any or all of the matters referred to in this Item 4.

 

Item 7.                                                         Materials to be Filed as Exhibits.

 

Exhibit 1                                               Joint Filing Agreement dated as of February 22, 2016 (previously filed as an exhibit to the Schedule 13D filed on February 22, 2016).

 

Exhibit 2                                               Letter from Vajra Fund III, LLC to the Board of Directors of Angies List, Inc. dated July 21, 2016 (previously filed as an exhibit to Amendment No. 1 to the Schedule 13D filed on July 21, 2016).

 

Exhibit 3                                               Letter from Vajra Fund III, LLC to the Board of Directors of Angies List, Inc. dated October 13, 2016.

 

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SIGNATURES

 

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.

 

Date: October 13, 2016

 

VAJRA FUND III, LLC

 

By:	Vajra Asset Management, LLC, its manager
By:	/s/ Michael Brodsky
Name:	Michael Brodsky
Title:	Managing Member
VAJRA ASSET MANAGEMENT, LLC
By:	/s/ Michael Brodsky
Name:	Michael Brodsky
Title:	Managing Member
MICHAEL BRODSKY
/s/ Michael Brodsky

 

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