|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options to Purchase Common Stock (2) | $ 24.82 | 08/09/2005 | J(2) | 350,000 | 08/09/2005(3) | 12/20/2009(3) | Common Stock | 350,000 | $ 0 | 350,000 | D | ||||
Options to Purchase Common Stock (2) | $ 16.57 | 08/09/2005 | J(2) | 187,500 | 08/09/2005(3) | 12/18/2010(3) | Common Stock | 187,500 | $ 0 | 187,500 | D | ||||
Options to Purchase Common Stock (2) | $ 20.06 | 08/09/2005 | J(2) | 125,000 | 08/09/2005(3) | 04/25/2011(3) | Common Stock | 125,000 | $ 0 | 125,000 | D | ||||
Options to Purchase Common Stock (2) | $ 21.19 | 08/09/2005 | J(2) | 168,750 | 08/09/2005(3) | 12/16/2011(3) | Common Stock | 168,750 | $ 0 | 168,750 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KAUFMAN VICTOR C/O IAC/INTERACTIVECORP 152 W. 57TH ST NEW YORK, NY 10019 |
X | Vice Chairman |
Joanne Hawkins as Attorney-in-Fact for Victor Kaufman | 08/16/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares of Expedia Common Stock received in connection with the spin-off by IAC/InterActiveCorp ("IAC") of Expedia, Inc. ("Expedia"), which was completed on August 9, 2005 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split"), was effected by way of a reclassification, pursuant to which each share of IAC Common Stock, par value $0.01 ("Old IAC Common Stock"), was reclassified into one share of IAC Common Stock, par value $0.001 ("New IAC Common Stock"), and 1/100 of a share of IAC Series 1 Mandatory Exchangeable Preferred Stock, which was automatically exchanged into one share of Expedia Common Stock. |
(2) | Represents vested options to purchase Expedia Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, each of the reporting person's vested options to purchase shares of Old IAC Common Stock converted into one vested option to purchase shares of New IAC Common Stock and one vested option to purchase Expedia Common Stock, with adjustments to the number of shares subject to each vested option and the option exercise prices based on the relative market capitalizations of IAC and Expedia after giving effect to the Spin-Off and Reverse Stock Split. |
(3) | Other than the adjustments described in footnote 2 above, vested options to purchase Expedia Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested options to purchase Old IAC Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. |