Michael A. Cheah - May 25, 2021 Form 4 Insider Report for Vimeo, Inc. (VMEO)

Role
General Counsel & Secretary
Signature
/s/ Jessica Tracy, Attorney-in-Fact for Michael A. Cheah
Stock symbol
VMEO
Transactions as of
May 25, 2021
Transactions value $
$0
Form type
4
Date filed
5/27/2021, 05:31 PM
Next filing
Sep 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VMEO Common Stock Award $0 +38.6K $0.00 38.6K May 25, 2021 Direct F1
transaction VMEO Common Stock Award $0 +100K $0.00 100K May 25, 2021 Direct F2

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 VMEO Stock Appreciation Rights Award $0 +50.7K $0.00 50.7K May 25, 2021 Common Stock, par value $0.01 50.7K $5.95 Direct F3
transaction VMEO Stock Appreciation Rights Award $0 +50.7K $0.00 50.7K May 25, 2021 Common Stock, par value $0.01 50.7K $5.95 Direct F3, F4
transaction VMEO Stock Appreciation Rights Award $0 +254K $0.00 254K May 25, 2021 Common Stock, par value $0.01 254K $6.73 Direct F3, F5
transaction VMEO Option to Purchase Common Stock Award $0 +16.2K $0.00 16.2K May 25, 2021 Common Stock, par value $0.01 16.2K $2.88 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Issuer common stock that Mr. Cheah received in connection with the completion of the Issuer's spin-off (the "Spin-off") from IAC/InterActiveCorp ("IAC") on May 25, 2021, as a result of shares of IAC common stock held by Mr. Cheah prior to the Spin-off. In connection with the Spin-off, each share of IAC par value $0.001 common stock was reclassified into (i) one share of IAC par value $0.0001 common stock and (ii) 1/100th of a share of IAC par value $0.01 Series 1 mandatorily exchangeable preferred stock that was then automatically exchanged into 1.6235 shares of Issuer common stock (with holders receiving cash in lieu of any fractional shares of Issuer common stock resulting, after aggregation, from the reclassification).
F2 Represents a grant of restricted stock units with respect to shares of the Issuer's common stock that vests in full on March 3, 2024. Prior to the completion of the Spin-off, Vimeo.com, Inc., formerly known as Vimeo, Inc. ("Vimeo") had outstanding restricted stock units ("RSUs"), the value of which corresponded to shares of Vimeo common stock. Vimeo RSU awards were able to be settled upon vesting in shares of IAC common stock. Pursuant to the terms of the Employee Matters Agreement, dated as of May 25, 2021 (the "EMA"), by and between the Issuer and IAC and in connection with the Spin-off, each Vimeo RSU award that was outstanding as of immediately prior to the effective time of the Spin-off was automatically converted into an award of RSUs corresponding to, and settled in, shares of Issuer common stock, with adjustments to the number of shares subject to each Issuer RSU award, based on an exchange ratio of 1:1.0143.
F3 Prior to the completion of the Spin-off, Vimeo had outstanding stock appreciation rights ("SARs"), the value of which corresponded to shares of Vimeo common stock. Pursuant to the terms of the EMA and in connection with the Spin-off, each SAR that was outstanding as of immediately prior to the effective time of the Spin-off was automatically converted into a SAR corresponding to, and settled in, shares of Issuer common stock, with adjustments to the number of shares subject to each Issuer SAR and the base price applicable to each Issuer SAR, based on an exchange ratio of 1:1.0143.
F4 The first three previously vested installments of the SARs became exercisable on May 25, 2021, and the final installment becomes exercisable on March 2, 2022.
F5 The first previously vested installment of the SARs became exercisable on May 25, 2021, and the remaining three equal installments become exercisable on July 17, 2021, July 17, 2022 and July 17, 2023.
F6 Pursuant to the terms of the EMA and in connection with the Spin-off, each option to purchase shares of IAC common stock that was outstanding as of immediately prior to the effective time of the Spin-off was automatically converted into (i) an option to purchase shares of common stock of IAC and (ii) an option to purchase shares of the Issuer's common stock, with adjustments to the number of shares subject to each option and the option exercise prices based on (x) the value of IAC common stock prior to the Spin-off and (y) the value of IAC common stock and the value of the Issuer's common stock after giving effect to the Spin-off. Except as otherwise described herein and except to the extent otherwise provided under local law, the converted options generally have the same terms and conditions, including the same exercise periods, as the options to purchase shares of IAC common stock had immediately prior to the Spin-off.
F7 Following the Spin-off, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Issuer employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employed them immediately following the Spin-off.