Eric Cox - Apr 4, 2023 Form 3 Insider Report for Vimeo, Inc. (VMEO)

Role: Chief Operating Officer
Signature: /s/ Jessica Tracy, Attorney-in- Fact for Eric Cox
Stock symbol: VMEO
Transactions as of: Apr 4, 2023
Transactions value $: $0
Form type: 3
Date filed: 4/13/2023, 04:21 PM
Next filing: Dec 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VMEO	Common Stock						314K	Apr 4, 2023	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
holding	VMEO	Market-Based Restricted Stock Units							Apr 4, 2023	Vimeo, Inc. Common Stock	720K	$0.00	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	The amounts reported include (i) 250,391 restricted stock units ("RSUs") that remain unvested pursuant to an award previously granted to the reporting person on December 6, 2021 and that vest in equal installments on December 6, 2023 and December 6, 2024, and (ii) 63,123 shares of Vimeo, Inc. common stock held directly by the reporting person.
F2	The market-based 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 720,000 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.
F3	The first three tranches, of 240,000, 240,000 and 240,000 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 1,440,000.