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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 |
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| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to Purchase Common Stock, par value $0.001 | $ 32 | 12/22/2010 | A | 750,000 | 12/01/2012(1) | 12/01/2020(1) | Common Stock, par value $0.001 | 750,000 | $ 0 | 750,000 | D | ||||
| Restricted Stock Units | $ 0 | 12/22/2010 | A | 375,000 (2) | 12/01/2012(3) | 12/01/2014(3) | Common Stock, par value $0.001 | 375,000 (2) | $ 0 | 375,000 (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BLATT GREGORY R C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY 10011 |
X | CEO | ||
| Tanya M. Stanich as Attorney-in-Fact for Gregory R. Blatt | 12/27/2010 | |
| **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 stock options granted on December 22, 2010 pursuant to the Company's 2008 Stock and Annual Incentive Plan, 50% of which vest on December 1, 2012, 25% of which vest on December 1, 2013 and 25% vest on December 1, 2014. |
| (2) | Represents the maximum number of restricted stock units that could vest pursuant to the terms of the award, which provide that the number of restricted units to be earned and vested on each vesting date will be determined by the ratio of (i) the average of the closing prices of IAC Common Stock for the 20 trading days preceding the applicable vesting date, divided by (ii) the closing price of IAC Common Stock on the grant date; provided, however, that in no event shall the number of restricted stock units ultimately earned and vested over the four year term of the award be less than 125,000 or more than 375,000 in the aggregate. |
| (3) | Represents restricted stock units granted on December 22, 2010 pursuant to the Company's 2008 Stock and Annual Incentive Plan, 50% of which vest on December 1, 2012, 25% of which vest on December 1, 2013 and 25% vest on December 1, 2014, subject to the satisfaction of certain performance-related conditions. |