Gillian Munson - Mar 1, 2023 Form 4 Insider Report for Vimeo, Inc. (VMEO)

Role: Chief Financial Officer
Signature: /s/ Jessica Tracy, Attorney-in-Fact for Gillian Munson
Stock symbol: VMEO
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/3/2023, 03:14 PM
Previous filing: Feb 2, 2023
Next filing: Apr 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VMEO	Common Stock						848K	Mar 1, 2023	Direct

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	Market-Based Restricted Stock Units	Award	$0	+500K		$0.00	500K	Mar 1, 2023	Vimeo, Inc. Common Stock	500K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The market-based restricted stock units ("RSUs") subject to this award vest in tranches over three years. The number of RSUs earned is subject to upward or downward adjustment from 0% to 200% of the 500,000 RSUs reported in this Report, or the "base number of RSUs," based on (i) for the first three tranches, a "payout factor," calculated as the volume-weighted average of the closing price of the Company's common stock for the twenty (20) trading days immediately preceding the appliable vesting date divided by (b) $4.00 and (ii) for the true-up tranche, if the payout factor for the third tranche exceeds the payout factor for the first or second tranches, (a) the vested RSUs for each applicable tranche, recalculated using the payout factor for the third tranche, less (b) the previously-vested RSUs for the applicable tranche.
F2	The first three tranches, of 166,667, 166,667 and 166,666 RSUs, respectively, vest annually, beginning on March 1, 2024, and the final, "true-up tranche" vests along with the third tranche on March 1, 2026.The maximum number of RSUs that may vest pursuant to the award agreement is 1,000,000.

Content

The market-based restricted stock units ("RSUs") subject to this award vest in tranches over three years. The number of RSUs earned is subject to upward or downward adjustment from 0% to 200% of the 500,000 RSUs reported in this Report, or the "base number of RSUs," based on (i) for the first three tranches, a "payout factor," calculated as the volume-weighted average of the closing price of the Company's common stock for the twenty (20) trading days immediately preceding the appliable vesting date divided by (b) $4.00 and (ii) for the true-up tranche, if the payout factor for the third tranche exceeds the payout factor for the first or second tranches, (a) the vested RSUs for each applicable tranche, recalculated using the payout factor for the third tranche, less (b) the previously-vested RSUs for the applicable tranche.

The first three tranches, of 166,667, 166,667 and 166,666 RSUs, respectively, vest annually, beginning on March 1, 2024, and the final, "true-up tranche" vests along with the third tranche on March 1, 2026.The maximum number of RSUs that may vest pursuant to the award agreement is 1,000,000.