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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to Purchase Common Stock (5) | $ 6.29 | 08/09/2005 | J(5) | 1,895,847 | 08/09/2005(6) | 08/24/2005(6) | Common Stock | 1,895,847 | $ 0 | 1,895,847 | D | ||||
| Options to Purchase Common Stock | $ 6.29 | 08/23/2005 | M | 1,895,847 | 08/09/2005 | 08/24/2005 | Common Stock | 1,895,847 | $ 0 | 0 | D | ||||
| Options to Purchase Common Stock (5) | $ 5.25 | 08/09/2005 | J(5) | 6,381,250 | 08/09/2005(6) | 11/24/2005(6) | Common Stock | 6,381,250 | $ 0 | 6,381,250 | D | ||||
| Options to Purchase Common Stock (5) | $ 8.54 | 08/09/2005 | J(5) | 1,250,000 | 08/09/2005(6) | 11/27/2005(6) | Common Stock | 1,250,000 | $ 0 | 1,250,000 | D | ||||
| Options to Purchase Common Stock (5) | $ 10.73 | 08/09/2005 | J(5) | 9,500,000 | 08/09/2005(6) | 10/19/2007(6) | Common Stock | 9,500,000 | $ 0 | 9,500,000 | D | ||||
| Options to Purcase Common Stock (5) | $ 35.58 | 08/09/2005 | J(5) | 2,400,000 | 06/07/2010(6)(7) | 06/07/2015(6)(7) | Common Stock | 2,400,000 | $ 0 | 2,400,000 | D | ||||
| Options to Purchase Common Stock (5) | $ 47.9 | 08/09/2005 | J(5) | 1,400,000 | 06/07/2010(6)(7) | 06/07/2015(6)(7) | Common Stock | 1,400,000 | $ 0 | 1,400,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DILLER BARRY 152 W. 57TH ST NEW YORK, NY 10019 |
X | CEO | ||
| Joanne Hawkins as Attorney-in-Fact for Barry Diller | 11/23/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects the disposition of IAC Common Stock, par value $0.01 ("Old IAC Common Stock"), and the acquisition of IAC Common Stock, par value $0.001 ("New IAC Common Stock"), in each case, in connection with the spin-off by IAC/InterActiveCorp ("IAC") of Expedia, Inc. ("Expedia"), which was completed on August 9, 2005 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split"), was effected by way of a reclassification, pursuant to which each share of Old IAC Common Stock was reclassified into one share of New IAC Common Stock and 1/100 of a share of IAC Series 1 Mandatory Exchangeable Preferred Stock, which was automatically exchanged into one share of Expedia Common Stock. |
| (2) | Excludes shares of Old IAC Common Stock and New IAC Common Stock held by the reporting person's spouse and a family foundation, of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of all shares of Old IAC Common Stock and New IAC Common Stock held by his spouse and the family foundation. |
| (3) | Represents shares of IAC Common Stock withheld to cover the payment of the exercise price in connection with the exercise of stock options. |
| (4) | Represents shares of IAC Common Stock withheld for payment of taxes due in connection with the exercise of stock options. |
| (5) | In connection with the Spin-Off, each of the reporting person's vested and unvested options to purchase shares of Old IAC Common Stock converted into vested or unvested options (as applicable) to purchase shares of New IAC Common Stock and vested or unvested options (as applicable) to purchase shares of Expedia Common Stock, with adjustments to the number of shares subject to each vested and unvested option (as applicable) and the option exercise prices based on the relative market capitalizations of IAC and Expedia after giving effect to the Spin-Off and Reverse Stock Split. |
| (6) | Other than the adjustments described in footnote 5 above, vested and unvested options to purchase New IAC Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old IAC Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. |
| (7) | The terms of the initial grant provide for vesting in one lump installment on the fifth anniversary of the grant date, June 7, 2005, and expiration on the tenth anniversary of the grant date. |
| Remarks: *** This amendment is being filed solely to add the Power of Attorney referred to above as an exhibit to this report. Exhibits Exhibit 24.1 Power of Attorney | |