Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 3:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ANGIES
LIST, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
034754101
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in 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 (Act) 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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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
TRI Ventures, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Massachusetts
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
11,657,775
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6.
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Shared Voting Power
___
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7.
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Sole Dispositive Power
11,657,775
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8.
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Shared Dispositive Power
___
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,657,775
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
19.7%
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12.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
TRI Investments LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
11,657,775
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6.
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Shared Voting Power
___
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7.
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Sole Dispositive Power
11,657,775
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8.
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Shared Dispositive Power
___
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,657,775
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
19.7%
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12.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John H. Chuang
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
___
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6.
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Shared Voting Power
11,657,775
(1)
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7.
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Sole Dispositive Power
___
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8.
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Shared Dispositive Power
11,657,775
(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,657,775
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
19.7%
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12.
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Type of Reporting Person (See
Instructions)
IN
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(1)
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The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Steven M. Kapner
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
96,195
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6.
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Shared Voting Power
11,657,775
(1)
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7.
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Sole Dispositive Power
96,195
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8.
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Shared Dispositive Power
11,657,775
(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,753,970
(2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
19.9%
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12.
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Type of Reporting Person (See
Instructions)
IN
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(1)
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The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein
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(2)
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The reporting person disclaims beneficial ownership of 11,657,775 of these shares, except to the extent of his pecuniary interest therein
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Item 1(a)
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Name of Issuer:
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Angies List, Inc.
I
tem 1(b)
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Address of Issuers Principal Executive Offices:
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1030 E. Washington Street
Indianapolis, IN 46202
Item 2(a)
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Name of Person Filing:
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The reporting persons are:
TRI Ventures, Inc. (TRI Ventures).
TRI Investments LLC (TRI Investments).
John H. Chuang, a director and Chief Executive Officer of TRI Ventures.
Steven M. Kapner, a director and officer of TRI Ventures.
Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The address of each of
the reporting persons is:
c/o TRI Ventures, Inc.
501 Boylston Street
Boston, MA
02116
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TRI Ventures
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Massachusetts corporation
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TRI Investments
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Delaware limited liability company
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Mr. Chuang
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U.S. citizen
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Mr. Kapner
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U.S. citizen
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Item 2(d)
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Title of Class of Securities:
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This Schedule 13G report relates to the Common
Stock, par value $0.001 per share (the Common Stock), of Angies List, Inc.
034754101
Item 3
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Description of Person Filing:
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Not applicable.
(a)
Amount Beneficially Owned
:
As of December 31, 2016: TRI Investments was the record holder of 11,657,775 shares of
Common Stock (the Record Shares).
TRI Ventures, as the managing member of TRI Investments, may be deemed to own beneficially
the Record Shares.
Mr. Chuang as director and Chief Executive Officer of TRI Ventures, may be deemed to beneficially own the Record
Shares.
(2)
Mr. Kapner as director and an officer of TRI Ventures, may be deemed
to beneficially own the Record Shares.
(2)
In addition, Mr. Kapner beneficially owns 96,195 shares of Common Stock in his individual capacity.
(b)
Percent of Class
:
(c)
TRI Ventures: 19.7%
TRI Investments: 19.7%
Mr. Chuang
(2)
: 19.7%
Mr. Kapner
(2)
: 19.9%
The ownership percentages above are based on an aggregate of 59,153,665 shares of Common Stock outstanding as of October 31, 2016 as
reported by the issuer to the reporting persons.
(d)
Number of Shares as to which the Person has
:
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NUMBER OF SHARES OF CLASS B COMMON STOCK
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Reporting Person
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(i)
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(ii)
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(iii)
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(iv)
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TRI Ventures
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11,657,775
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0
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11,657,775
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0
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TRI Investments
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11,657,775
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0
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11,657,775
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0
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John H. Chuang
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0
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11,657,775
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(1)
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0
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11,657,775
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(1)
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Steven M. Kapner
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96,195
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11,657,775
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(1)
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96,195
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11,657,775
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(1)
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(i)
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Sole power to vote or direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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(1)
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The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein
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(2)
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The reporting person disclaims beneficial ownership of 11,657,775 of these shares except to the extent of his pecuniary interest therein
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Not applicable.
Item 8
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Identification and Classification of Members of the Group:
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Each of the Reporting
Persons expressly disclaims membership in a Group as defined in Rule 13d- 1(b)(ii)(J).
Item 9
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Notice of Dissolution of Group:
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Not applicable.
Not applicable.
This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that
the information set forth in this statement is true, complete and correct.
DATED: February 14, 2017.
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TRI VENTURES, INC.
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By:
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/s/ John H. Chuang
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John H. Chuang
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TRI INVESTMENTS LLC
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By: TRI Ventures, Inc., Manager
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By:
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/s/ John H. Chuang
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John H. Chuang
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/s/ John H. Chuang
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John H. Chuang
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/s/ Steven M. Kapner
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Steven M. Kapner
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Exhibit I
JOINT FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the
undersigned of the shares of Common Stock of Angies List, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 14 day of February, 2017.
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TRI VENTURES, INC.
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By:
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/s/ John H. Chuang
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John H. Chuang
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TRI INVESTMENTS LLC
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By:
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TRI Ventures, Inc., Manager
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By:
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/s/ John H. Chuang
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John H. Chuang
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/s/ John H. Chuang
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John H. Chuang
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/s/ Steven M. Kapner
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Steven M. Kapner
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