Joseph Levin - May 25, 2021 Form 4 Insider Report for IAC/InterActiveCorp (IAC)

Role: CEO, Director
Signature: Tanya Stanich as Attorney-in-Fact for Joseph Levin
Stock symbol: IAC
Transactions as of: May 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/27/2021, 04:33 PM
Previous filing: May 17, 2021
Next filing: Jun 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IAC	Common Stock, par value $0.0001	Other		+3.09M			3.09M	May 25, 2021	Direct	F1, F2
transaction	IAC	Common Stock, par value $0.0001	Other		+199K			199K	May 25, 2021	Held through grantor retained annuity trust	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	IAC	Options to Purchase Common Stock, par value $0.0001	Other	$0	+100K		$0.00	100K	May 25, 2021	Common Stock, par value $0.0001	100K	$13.48	Direct	F3
transaction	IAC	Options to Purchase Common Stock, par value $0.0001	Other	$0	+400K		$0.00	400K	May 25, 2021	Common Stock, par value $0.0001	400K	$15.71	Direct	F3
transaction	IAC	Options to Purchase Common Stock, par value $0.0001	Other	$0	+200K		$0.00	200K	May 25, 2021	Common Stock, par value $0.0001	200K	$8.21	Direct	F3
transaction	IAC	Options to Purchase Common Stock, par value $0.0001	Other	$0	+300K		$0.00	300K	May 25, 2021	Common Stock, par value $0.0001	300K	$15.45	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects shares of IAC common stock, par value $0.0001, received in respect of shares of IAC common stock, par value $0.001, in connection with a reclassification effected in connection with (and immediately preceding) the spin-off by IAC of Vimeo, Inc. (the "Spin-Off") pre-market on May 25, 2021.
F2	Includes:(i) 88,181 shares of IAC common stock held directly by Mr. Levin and (ii) 3,000,000 restricted shares of IAC common stock. The shares of restricted stock cliff vest on the ten-year anniversary of the grant date (November 5, 2020), subject to Mr. Levin's continued employment through the vesting date and the satisfaction of applicable stock price performance goals (as amended to reflect the Spin-Off). Some or all of the shares of restricted stock may vest earlier upon a qualifying termination of employment or an election to measure performance on an earlier date beginning on the sixth anniversary of the grant date. Mr. Levin has the right to vote the shares of restricted stock during the restricted period and is entitled to receive ordinary cash dividends on such shares during the restricted period, but only to the extent that the applicable stock price performance goals have been met as of the dividend record date.
F3	In connection with the Spin-Off, IAC stock options were converted into IAC and Vimeo, Inc. stock options, with adjustments (to maintain pre- and post-Spin-Off values) to, in the case of IAC stock options, the per share exercise prices to reflect the Spin-Off. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off. Reflects IAC stock options, as adjusted on the basis described immediately above.