Statement of Changes in Beneficial Ownership (4)
September 11 2017 - 4:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Durchslag Scott A
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2. Issuer Name
and
Ticker or Trading Symbol
Angie's List, Inc.
[
ANGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
ANGIE'S LIST, INC., 1030 EAST WASHINGTON STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/8/2017
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(Street)
INDIANAPOLIS, IN 46202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/8/2017
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M
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29991
(1)
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A
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$0
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461380
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D
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Common Stock
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9/8/2017
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M
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59692
(1)
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A
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$0
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521072
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D
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Common Stock
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9/8/2017
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F
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42107
(2)
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D
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$12.13
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478965
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units (RSU)
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$0.0
(3)
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9/8/2017
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M
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29991
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(4)
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(5)
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Common Stock
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29991.0
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$0
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239923
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D
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Performance Restricted Stock Units (PRSU)
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(3)
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9/8/2017
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M
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59692
(6)
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(7)
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(8)
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Common Stock
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59692.0
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$0
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358155
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D
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Explanation of Responses:
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(1)
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Reflects the gross number of shares of the Issuer's common stock, before tax, that were to be acquired upon settlement of the corresponding RSUs/PRSUs listed in Table II. Actual shares were issued net of shares withheld by the Issuer on behalf of the reporting person for tax purposes.
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(2)
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Represents the number of shares of the Issuer's common stock withheld by the Issuer on behalf of the reporting person to be applied toward the tax obligation created by the vesting of the corresponding RSUs/PRSUs listed in Table II. This withholding was completed pursuant to an election of the "withhold to cover" option set forth under the Amended and Restated Omnibus Incentive Plan for such purposes.
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(3)
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Each RSU/PRSU represents a contingent right to receive one share of the Issuer's common stock upon settlement, and there is no exercise price associated with the RSUs/PRSUs.
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(4)
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On September 8, 2015, Mr. Durchslag was granted 479,846 RSUs, one-fourth of which vested on the first anniversary of the date of grant. The remaining three-fourths of the RSUs granted are vesting ratably on a quarterly basis over a three-year period from September 8, 2016, contingent upon continued employment on such vesting dates.
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(5)
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There is no expiration date with respect to the RSUs granted. Units will either vest or be forfeited.
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(6)
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Represents the final installment of the vesting of the first and second tranches of the PRSUs described in Footnote 7.
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(7)
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On September 8, 2015, Mr. Durchslag was granted 955,084 PRSUs, comprised of four individual tranches, each representing 238,771 PRSUs, with separate performance criteria. The first and second of the four PRSU tranches, representing 477,542 PRSUs, were earned during 2015 and commenced vesting as of the first anniversary of the date of grant. The third PRSU tranche, representing 238,771 PRSUs, was earned on June 15, 2017 and commenced vesting as of that date. If earned, the fourth PRSU tranche would vest one-half upon achievement of the corresponding stock price target, and the remaining one-half of the tranche would vest ratably on a quarterly basis over a one-year period thereafter, contingent upon continued employment on such vesting dates.
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(8)
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The first, second and third tranches have been earned and commenced vesting. The fourth PRSU tranche expires if the corresponding stock price target is not achieved within a four-year performance period following the date of grant. Once earned, there is no expiration date with respect to the PRSUs granted. Units will either vest or be forfeited.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Durchslag Scott A
ANGIE'S LIST, INC.
1030 EAST WASHINGTON STREET
INDIANAPOLIS, IN 46202
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X
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President & CEO
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Signatures
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/s/ Shannon M. Shaw, as Attorney-in-fact
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9/11/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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