Mark Kornfilt - May 25, 2021 Form 4 Insider Report for Vimeo, Inc. (VMEO)

Role
President & CPO
Signature
/s/ Jessica Tracy, Attorney-in-Fact for Mark Kornfilt
Stock symbol
VMEO
Transactions as of
May 25, 2021
Transactions value $
$0
Form type
4
Date filed
5/27/2021, 05:37 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 +344K $0.00 344K May 25, 2021 Direct F1

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 +127K $0.00 127K May 25, 2021 Common Stock, par value $0.01 127K $4.90 Direct F2, F3
transaction VMEO Stock Appreciation Rights Award $0 +254K $0.00 254K May 25, 2021 Common Stock, par value $0.01 254K $5.95 Direct F2
transaction VMEO Stock Appreciation Rights Award $0 +127K $0.00 127K May 25, 2021 Common Stock, par value $0.01 127K $5.95 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 its spin-off (the "Spin-off") from IAC/InterActiveCorp ("IAC"), 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.
F2 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.
F3 The first three previously vested installments of the SARs became exercisable on May 25, 2021, and the final installment becomes exercisable on November 1, 2021.
F4 The first two previously vested installments of the SARs became exercisable on May 25, 2021, and the remaining two equal installments become exercisable on June 28, 2021 and June 28, 2022.