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

Role: Chief Financial Officer
Signature: /s/ Jessica Tracy, Attorney-in-Fact for Narayan Menon
Stock symbol: VMEO
Transactions as of: May 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/27/2021, 05:44 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VMEO	Common Stock	Award	$0	+340		$0.00	340	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	+1.83M		$0.00	1.83M	May 25, 2021	Common Stock, par value $0.01	1.83M	$6.72	Direct	F2, F3

* 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. Menon 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. Menon 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	Prior to the completion of the Spin-off, Vimeo.com, Inc., formerly known as Vimeo, Inc. ("Vimeo") had outstanding stock appreciation rights ("SARs"), the value of which corresponded to shares of Vimeo common stock. Pursuant to the terms of the Employee Matters Agreement by and between the Issuer and IAC, dated May 25, 2021, 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 previously vested installment of the SARs became exercisable on May 25, 2021, and the remaining three equal installments become exercisable on February 24, 2022, February 24, 2023 and February 24, 2024.