13D/A
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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