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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 | ||||||||
Restricted Stock Units (RSU) | $ 0 (3) | 09/08/2016 | M | 119,961 | (4) | (5) | Common Stock | 119,961 | $ 0 | 359,885 | D | ||||
Performance Restricted Stock Units (PRSU) | (3) | 09/08/2016 | M | 238,774 | (6) | (7) | Common Stock | 238,774 | $ 0 | 716,310 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Durchslag Scott A ANGIE'S LIST, INC. 1030 EAST WASHINGTON STREET INDIANAPOLIS, IN 46202 |
X | President & CEO |
/s/ Shannon M. Shaw, as Attorney-in-fact | 09/08/2016 | |
**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) | Reflects the gross number of shares of the Issuer's common stock, before tax, that were to be acquired upon settlement of the corresponding RSUs/PRSUs listed in Table II. Actual shares were issued net of shares withheld by the Issuer to cover the corresponding tax withholding obligation on behalf of the reporting person. |
(2) | Represents the number of shares of the Issuer's common stock required to be withheld by the Issuer on behalf of the reporting person to cover tax withholding obligations in connection with the vesting of the corresponding RSUs/PRSUs listed in Table II. This withholding is mandated by the Issuer's election of the "withhold to cover" option set forth under its Amended and Restated Omnibus Incentive Plan for the purposes of satisfying the tax obligations for RSU/PRSU settlement transactions. |
(3) | Each RSU/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 RSUs/PRSUs. |
(4) | On September 8, 2015, Mr. Durchslag was granted 479,846 RSUs, one-fourth of which vested on the first anniversary of the date of grant - September 8, 2016. The remaining three-fourths of the RSUs granted vest ratably on a quarterly basis over a three year period from September 8, 2016, contingent on continued employment on such vesting dates. |
(5) | There is no expiration date with respect to the RSUs granted. Units will either vest or be forfeited. |
(6) | On September 8, 2015, Mr. Durchslag was granted 955,084 PRSUs, comprised of four individual tranches, each representing 238,771 PRSUs, with separate performance criteria. The first and second of the four PRSU tranches, representing 477,542 PRSUs, were earned during 2015 and commenced vesting as of the first anniversary of the date of grant. 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. |
(7) | The first and second of the four PRSU tranches were earned during 2015 and have commenced vesting. The third PRSU tranche expires if the corresponding stock price target is not achieved within a three year performance period following the date of grant. The fourth PRSU tranche 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. |