Sec Form 4 Filing - Kornfilt Mark @ Vimeo, Inc. - 2021-05-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Kornfilt Mark
2. Issuer Name and Ticker or Trading Symbol
Vimeo, Inc. [ VMEO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CPO
(Last) (First) (Middle)
C/O VIMEO, INC., 555 WEST 18TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2021
(Street)
NEW YORK, NY10011
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/25/2021 A 344,316 ( 1 ) A $ 0 344,316 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 4.9 05/25/2021 A( 2 ) 126,787 05/25/2021( 3 ) 11/01/2027 Common Stock, par value $0.01 126,787 $ 0 126,787 D
Stock Appreciation Rights $ 5.9549 05/25/2021 A( 2 ) 253,575 05/25/2021 06/28/2028 Common Stock, par value $0.01 253,575 $ 0 253,575 D
Stock Appreciation Rights $ 5.9549 05/25/2021 A( 2 ) 126,787 05/25/2021( 4 ) 06/28/2028 Common Stock, par value $0.01 126,787 $ 0 126,787 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kornfilt Mark
C/O VIMEO, INC.
555 WEST 18TH STREET
NEW YORK, NY10011
President & CPO
Signatures
/s/ Jessica Tracy, Attorney-in-Fact for Mark Kornfilt 05/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.

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