Filing Details

Accession Number:
0001104659-17-061558
Form Type:
13D Filing
Publication Date:
2017-10-10 16:05:26
Filed By:
Vajra Fund Iii, Llc
Company:
Angie's List Inc. (Old) (NASDAQ:ANGI)
Filing Date:
2017-10-10
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Vajra Fund III 0 0 0 0 0 0%
Vajra Asset Management 0 0 0 0 0 0%
Michael Brodsky 0 0 0 0 0 0%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D/A

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

(Amendment No. 3)

 

Under the Securities Exchange Act of 1934

 

ANGIES LIST, INC.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

034754101

(CUSIP Number)

 

C. Brophy Christensen, Esq.

OMelveny& Myers LLP

2 Embarcadero Center, 28th Floor

San Francisco, CA 94111

415-984-8700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 29, 2017

(Date of Event Which Requires the Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.   034754101

 

 

1

Names of Reporting Persons
Vajra Fund III, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
CO

 

1


 

13D/A

 

CUSIP No.   034754101

 

 

1

Names of Reporting Persons
Vajra Asset Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
CO

 

2


 

13D/A

 

CUSIP No.   034754101

 

 

1

Names of Reporting Persons
Michael Brodsky

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
IN

 

3


 

13D/A

 

CUSIP No.   034754101

 

Explanatory Note

 

This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 22, 2016, as amended on July 21, 2016, as further amended on October 14, 2016 (together, the Schedule 13D), by Vajra Fund III, LLC, a Delaware limited liability company, Vajra Asset Management, LLC, a Delaware limited liability company and Michael Brodsky (together, collectively referred to herein as the Reporting Persons).  The Schedule 13D relates to the Common Stock, par value $0.001 per share (the Common Stock) of Angies List, Inc., a Delaware corporation (the Issuer).

 

Item 4.                                                         Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by adding the following:

 

On September 29, 2017, pursuant to the Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017 (the Merger Agreement) by and among the Issuer, IAC/InterActiveCorp (IAC), ANGI Homeservices Inc., a wholly owned subsidiary of IAC (ANGI Homeservices), and Casa Merger Sub, Inc., a direct wholly owned subsidiary of ANGI Homeservices (Merger Sub), the Merger Sub merged with and into the Issuer (the Merger) with the Issuer surviving the Merger as a wholly owned subsidiary of ANGI Homeservices.  Effective as of the close of business on September 29, 2017, each share of Common Stock of the Issuer beneficially owned by the Reporting Persons, was converted into one share of Class A Common Stock, par value $0.001 per share (Class A Common Stock) of ANGI Homeservices pursuant to the Merger Agreement.  Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

Items 5(a) - (e) are hereby amended as follows:

 

(a) - (b) Effective as of the close of business on September 29, 2017, as a result of the Merger, each share of Common Stock of the Issuer beneficially owned by the Reporting Persons was converted into one share of Class A Common Stock of ANGI Homeservices pursuant to the Merger Agreement.  Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer.

 

(c)  The Reporting Persons have not transacted in the Issuers securities during the past 60 days.

 

(d)  Not applicable.

 

(e)  As of the close of business on September 29, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the shares of Common Stock of the Issuer.

 

4


 

13D/A

 

CUSIP No.   034754101

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 10, 2017

 

 

 

VAJRA FUND III, LLC

 

By:

Vajra Asset Management, LLC, its manager

 

 

 

 

By:

/s/ Michael Brodsky

 

Name:

Michael Brodsky

 

Title:

Managing Member

 

 

 

 

VAJRA ASSET MANAGEMENT, LLC

 

 

 

 

By:

/s/ Michael Brodsky

 

Name:

Michael Brodsky

 

Title:

Managing Member

 

 

 

 

MICHAEL BRODSKY

 

 

 

 

/s/ Michael Brodsky

 

 

5