Sec Form 13D Filing - IAC Inc. (IAC) filing for Angi Inc. (ANGI) - 2021-04-02

Under the Securities Exchange Act of 1934

Amendment No. 1

ANGI INC.

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

00183L 102

(CUSIP Number)

Kendall Handler

Senior Vice President, General Counsel & Secretary

IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

Telephone: (212) 314-7300

Facsimile: (212) 314-7309

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

March 31, 2021

(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: (i) 421,958,021 shares of Class B Common Stock, par value $0.001, of Angi 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 Inc. (the “Class A Common Stock”) in accordance with their terms and (ii) 2,579,264 shares of Class A Common Stock beneficially owned by IAC.

(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 Inc. representing approximately 98.2% of the total number of votes of all classes of common stock of Angi Inc., based on 78,192,070 shares of Class A Common Stock and 421,861,990 shares of Class B Common Stock outstanding as of January 29, 2021, plus the issuances referred to in this report.

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Introductory Note

The Report on Schedule 13D relating to the Class A Common Stock, par value $0.001 (the “Class A Common Stock”), of Angi Inc., a Delaware corporation (formerly known as ANGI Homeservices Inc., the “Company” or “ANGI”), initially filed by IAC/InterActiveCorp (“IAC”) with the Securities and Exchange Commission (the “SEC”) on July 7, 2020 (the “Initial Schedule 13D”), is hereby amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this “Amendment”), which constitutes Amendment No. 1 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 ANGI: (i) 102,838, 2,905 and 96,031 shares of ANGI Class B common stock, par value $0.001 (the “Class B Common Stock”), were issued to IAC on September 30, 2020, December 31, 2020 and March 31, 2021, respectively, and (ii) 2,579,264 shares of Class A Common Stock were issued to IAC on March 31, 2021, in all cases, as reimbursement for shares of common stock, par value $0.001, of IAC issued in connection with the settlement of the exercise and/or vesting of certain IAC equity awards, ANGI equity awards and equity awards denominated in shares of an ANGI subsidiary, in all cases, held by ANGI employees.

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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: (i) 421,958,021 shares of Class B Common Stock, representing 100% of the outstanding shares of Class B Common Stock, and (ii) 2,579,264 shares of Class A Common Stock representing 3.2% of the outstanding shares of Class A Common Stock as of January 29, 2021, plus the issuances referred to in this report. 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. IAC is the beneficial owner of equity securities of ANGI representing approximately 98.2% of the voting power of ANGI capital stock and approximately 84.4% (on an as converted basis) of the outstanding shares of ANGI capital stock.

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Item 7. Material to Be Filed as Exhibits.

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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: April 2, 2021

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ANNEX A

Set forth below is the name, business address, principal occupation or employment and principal business in which such employment is conducted of each director, executive officer and controlling person of IAC/InterActiveCorp (“IAC”). The name of each person who is a director of IAC is marked with an asterisk. Unless otherwise indicated, the business address of each person listed below is 555 West 18th Street, New York, NY 10011.

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