Sec Form 4 Filing - Sud Anjali @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Sud Anjali 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (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 430,396 ( 1 ) A $ 0 430,396 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 $ 4.7324 05/25/2021 A( 2 ) 50,715 05/25/2021 02/10/2026 Common Stock, par value $0.01 50,715 $ 0 50,715 D Stock Appreciation Rights $ 4.7324 05/25/2021 A( 2 ) 101,430 05/25/2021 08/09/2026 Common Stock, par value $0.01 101,430 $ 0 101,430 D Stock Appreciation Rights $ 4.7324 05/25/2021 A( 2 ) 50,715 05/25/2021 02/14/2027 Common Stock, par value $0.01 50,715 $ 0 50,715 D Stock Appreciation Rights $ 4.7324 05/25/2021 A( 2 ) 1,065,015 05/25/2021( 3 ) 08/24/2027 Common Stock, par value $0.01 1,065,015 $ 0 1,065,015 D Stock Appreciation Rights $ 6.9901 05/25/2021 A( 2 ) 507,150 05/25/2021( 3 ) 08/24/2027 Common Stock, par value $0.01 507,150 $ 0 507,150 D Stock Appreciation Rights $ 5.9549 05/25/2021 A( 2 ) 253,575 05/25/2021 03/02/2028 Common Stock, par value $0.01 253,575 $ 0 253,575 D Option to Purchase Common Stock $ 4.1083 05/25/2021 A( 4 )( 5 ) 8,117 05/25/2021 12/01/2026 Common Stock, par value $0.01 8,117 $ 0 8,117 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sud Anjali C/O VIMEO INC. 555 WEST 18TH STREET NEW YORK, NY10011 X Chief Executive Officer Signatures /s/ Jessica Tracy, Attorney-in-Fact for Anjali Sud 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 equal installments of the SARs became exercisable on May 25, 2021, and the remaining installment becomes exercisable on August 24, 2021. ( 4 )Pursuant to the terms of the EMA 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. 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. ( 5 )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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.