SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Angie's List, Inc. [ ANGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/08/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Options (right to buy) | $5.21 | 09/08/2015 | A | 471,522 | (1) | 09/08/2025 | Common Stock | 471,522 | $0 | 471,522 | D | ||||
Restricted Stock Units (RSU) | $0.0(2) | 09/08/2015 | A | 479,846 | (3) | (4) | Common Stock | 479,846 | $0 | 479,846 | D | ||||
Performance Restricted Stock Units (PRSU) | $0.0(5) | 09/08/2015 | A | 955,084(6) | (7) | (8) | Common Stock | 955,084 | $0 | 955,084 | D |
Explanation of Responses: |
1. The stock options vest in four equal annual installments beginning on September 8, 2016. |
2. Each RSU 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. |
3. The RSUs vest such that one-fourth of the RSUs awarded vest on the first anniversary of the date of grant, and the remaining three-fourths of the RSUs awarded vest ratably on a quarterly basis over a three year period thereafter, contingent on continued employment on such vesting dates. |
4. There is no expiration date with respect to the RSUs granted. Units will either vest or be forfeited. |
5. Each 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 PRSUs. |
6. The PRSUs consist of four tranches with separate performance criteria. Each tranche, representing 238,771 PRSUs, is earned upon achievement of an average Company stock price over any 30 consecutive trading days that is (i) 40%, (ii) 70% (iii) 100% or (iv) 300%, respectively, above the stock price at market close on the date of grant. |
7. PRSUs earned prior to the first anniversary of the grant date vest one-half upon the first anniversary of the grant date, and the remaining one-half vest ratably on a quarterly basis over a one year period thereafter. PRSUs earned subsequent to the first anniversary of the grant date vest one-half upon achievement of the corresponding stock price target, and the remaining one-half vest ratably on a quarterly basis over a one year period thereafter, contingent on continued employment on such vesting dates. |
8. Each of the first three PRSU tranches, representing 716,313 total PRSUs, expires if the corresponding individual stock price targets are not achieved within a three year performance period following the date of grant. The fourth PRSU tranche, comprised of 238,771 PRSUs, 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. |
Remarks: |
/s/ Shannon M. Shaw, as Attorney-in-fact | 09/10/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |