13D/A
Explanatory Note
This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 22, 2016, as amended on July 21, 2016, as further amended on October 14, 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 per share (the Common Stock) 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 September 29, 2017, pursuant to the Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017 (the Merger Agreement) by and among the Issuer, IAC/InterActiveCorp (IAC), ANGI Homeservices Inc., a wholly owned subsidiary of IAC (ANGI Homeservices), and Casa Merger Sub, Inc., a direct wholly owned subsidiary of ANGI Homeservices (Merger Sub), the Merger Sub merged with and into the Issuer (the Merger) with the Issuer surviving the Merger as a wholly owned subsidiary of ANGI Homeservices. Effective as of the close of business on September 29, 2017, each share of Common Stock of the Issuer beneficially owned by the Reporting Persons, was converted into one share of Class A Common Stock, par value $0.001 per share (Class A Common Stock) of ANGI Homeservices pursuant to the Merger Agreement. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer.
Item 5.
Interest in Securities of the Issuer
.
Items 5(a) - (e) are hereby amended as follows:
(a) - (b) Effective as of the close of business on September 29, 2017, as a result of the Merger, each share of Common Stock of the Issuer beneficially owned by the Reporting Persons was converted into one share of Class A Common Stock of ANGI Homeservices pursuant to the Merger Agreement. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer.
(c) The Reporting Persons have not transacted in the Issuers securities during the past 60 days.
(d) Not applicable.
(e) As of the close of business on September 29, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the shares of Common Stock of the Issuer.
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