Sec Form 4 Filing - LEVIN JOSEPH @ Vimeo, Inc. - 2021-05-25

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 LEVIN JOSEPH 2. Issuer Name and Ticker or Trading Symbol Vimeo, Inc. [ VMEO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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 4,870,500 ( 1 ) ( 2 ) A $ 0 4,870,500 D Common Stock 05/25/2021 A 143,161 ( 3 ) A $ 0 5,013,661 D Common Stock 05/25/2021 A 323,779 ( 3 ) A $ 0 323,779 I Held through grantor retained annuity trust

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 Option to Purchase Common Stock $ 4.1764 05/25/2021 A( 4 )( 5 ) 162,350 05/25/2021 08/01/2024 Common Stock, par value $0.01 162,350 $ 0 162,350 D Option to Purchase Common Stock $ 4.8668 05/25/2021 A( 4 )( 5 ) 324,700 05/25/2021 06/24/2025 Common Stock, par value $0.01 324,700 $ 0 324,700 D Option to Purchase Common Stock $ 4.8668 05/25/2021 A( 4 )( 5 ) 324,700 05/25/2021 02/10/2026 Common Stock, par value $0.01 324,700 $ 0 324,700 D Option to Purchase Common Stock $ 2.543 05/25/2021 A( 4 )( 5 ) 324,700 05/25/2021 02/14/2027 Common Stock, par value $0.01 324,700 $ 0 324,700 D Option to Purchase Common Stock $ 4.7874 05/25/2021 A( 4 )( 5 ) 487,050 05/25/2021 06/24/2025 Common Stock, par value $0.01 487,050 $ 0 487,050 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVIN JOSEPH C/O VIMEO, INC. 555 WEST 18TH STREET NEW YORK, NY10011 X Signatures /s/ Jessica Tracy, Attorney-in-Fact for Joseph Levin 05/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 5, 2020, Mr. Levin received a Restricted Stock award from IAC/InterActiveCorp ("IAC") covering 3,000,000 shares of IAC common stock. In connection with the spin-off of the Issuer from IAC (the "Spin-off"), Mr. Levin received in respect of each share of IAC restricted common stock that he holds 1.6235 shares of the Issuer's restricted common stock. The restricted stock award will cliff vest on the ten-year anniversary of the grant date, subject to continued employment through such date and satisfaction of specified stock price performance goals. ( 2 )Some or all of the shares of Issuer common stock covered by the award may vest earlier than the ten-year anniversary upon a qualifying termination of employment, a change in control of Issuer or an election to measure performance on an earlier date beginning on the sixth anniversary of the grant date. Mr. Levin will have the right to vote such shares of Issuer common stock during the restricted period and will be entitled to receive ordinary cash dividends on the shares during the restricted period only to the extent that the stock price performance goals have been met as of the dividend record date. ( 3 )Represents shares of Issuer common stock that Mr. Levin received in connection with the completion of the Spin-off, as a result of shares of IAC common stock held by Mr. Levin 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). ( 4 )Pursuant to the terms of the Employee Matters Agreement, dated as of May 25, 2021 (the "EMA"), by and among the Issuer and IAC and in connection with the Spin-off, each option to purchase shares of IAC common stock that was outstanding as of immediately prior to the effective time of the Spin-off was automatically converted into (i) an option to purchase shares of common stock of IAC and (ii) an option to purchase shares of the Issuer's common stock, with adjustments to the number of shares subject to each option and the option exercise prices based on (x) the value of IAC common stock prior to the Spin-off and (y) the value of IAC common stock and the value of the Issuer's common stock after giving effect to the Spin-off. ( 5 )Except as otherwise described herein and except to the extent otherwise provided under local law, the converted options generally have the same terms and conditions, including the same exercise periods, as the options to purchase shares of IAC common stock had immediately prior to the Spin-off. Following the Spin-off, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Issuer employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employed them immediately following the Spin-off.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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