UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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. 1)1
ANGI Homeservices Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
00183L102
(CUSIP Number)
Eamon Smith
TCS Capital Management, LLC
888 Seventh Avenue
Suite 1504
New York, NY 10106
(212) 621-8760
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2017
(Date of Event Which Requires 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 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 (“Act”) 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. 00183L102
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| TCS CAPITAL MANAGEMENT, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | - 0 - | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 6,080,350 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 6,080,350 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 6,080,350 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 9.92% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IA | |||||||||||||||||||
| 2 |
CUSIP NO. 00183L102
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| TCS Capital Advisors, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC, OO | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 6,080,350 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 6,080,350 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 6,080,350 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 9.92% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 3 |
CUSIP NO. 00183L102
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ERIC SEMLER | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| USA | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 46,087* | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 6,080,350 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 46,087* | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 6,080,350 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 6,126,437* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 9.996%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
*Includes 13,446 shares underlying certain stock options exercisable within 60 days hereof.
| 4 |
CUSIP NO. 00183L102
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No.1”). This Amendment No. 1 is being filed solely to reflect the internal transfer of all shares of the Issuer previously reported owned by a certain investment fund vehicle and all shares of the Issuer held in an irrevocable family trust, in each case, to TCS Capital Advisors, LLC on November 1, 2017 (the “Internal Transfer”). In furtherance of the foregoing, this Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated as follows:
(a) This statement is filed by:
| (i) | TCS Capital Advisors, LLC, a Delaware limited liability company (“TCS Advisors”); |
| (ii) | TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), which serves as the investment advisor of TCS Advisors; and |
| (iii) | Eric Semler, who serves as the managing member of TCS Management. |
Each of TCS Advisors, TCS Management and Mr. Semler is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 888 Seventh Avenue, Suite 1504, New York, NY 10106.
(c) The principal business of TCS Advisors is investing in securities. The principal business of TCS Management is serving as the investment advisor of TCS Advisors. The principal occupation of Mr. Semler is serving as the managing member of TCS Management.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Semler is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
The Shares owned by TCS Advisors were received in connection with the Internal Transfer for no consideration.
| 5 |
CUSIP NO. 00183L102
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) - 5(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 61,290,846 Shares outstanding, as of September 29, 2017, which is the total number of Shares outstanding as reported in exhibits to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2017.
| A. | TCS Advisors |
| (a) | As of the close of business on November 3, 2017, TCS Advisors beneficially owned 6,080,350 Shares. |
Percentage: Approximately 9.92%
| (b) | 1. Sole power to vote or direct vote: 6,080,350 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,080,350 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Other than the Internal Transfer on November 1, 2017, TCS Advisors has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
| B. | TCS Management |
| (a) | TCS Management, as the investment advisor of TCS Advisors, may be deemed the beneficial owner of the 6,080,350 Shares owned by TCS Advisors. |
Percentage: Approximately 9.92%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,080,350 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,080,350 |
| (c) | TCS Management has not entered into any transactions in the Shares since the filing of the Schedule 13D. Other than the Internal Transfer on November 1, 2017, TCS Advisors has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
| C. | Mr. Semler |
| (a) | As of the close of business on November 3, 2017, Mr. Semler beneficially owned 46,087 Shares, which include 13,446 Shares underlying stock options exercisable within sixty days hereof, that were granted to Mr. Semler by Angie’s List, Inc. in his capacity as a former director of Angie’s List, Inc. In addition, Mr. Semler, as the managing member of TCS Management, may be deemed the beneficial owner of the 6,080,350 Shares owned by TCS Advisors. |
Percentage: Approximately 9.996%
| 6 |
CUSIP NO. 00183L102
| (b) | 1. Sole power to vote or direct vote: 46,087 2. Shared power to vote or direct vote: 6,080,350 3. Sole power to dispose or direct the disposition: 46,087 4. Shared power to dispose or direct the disposition: 6,080,350 |
| (c) | Mr. Semler has not entered into any transactions in the Shares since the filing of the Schedule 13D. Other than the Internal Transfer on November 1, 2017, TCS Advisors has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended and restated as follows:
On November 3, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached as exhibit 99.1 hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Joint Filing Agreement between TCS Capital Advisors, LLC, TCS Capital Management, LLC and Eric Semler, dated November 3, 2017. |
| 7 |
CUSIP NO. 00183L102
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 3, 2017
| TCS CAPITAL ADVISORS, LLC | |||
| By: |
TCS CAPITAL MANAGEMENT, LLC, its investment advisor | ||
| By: |
/s/ Eric Semler | ||
| Name: | Eric Semler | ||
| Title: | Managing Member | ||
| TCS Capital Management, LLC | |||
| By: | /s/ Eric Semler | ||
| Name: | Eric Semler | ||
| Title: | Managing Member | ||
| /s/ Eric Semler | |
| Eric Semler |
| 8 |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of the Class A Common Stock, par value $0.001 per share, of ANGI Homeservices Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: November 3, 2017
| TCS CAPITAL ADVISORS, LLC | |||
| By: |
TCS CAPITAL MANAGEMENT, LLC, its investment advisor | ||
| By: |
/s/ Eric Semler | ||
| Name: | Eric Semler | ||
| Title: | Managing Member | ||
| TCS Capital Management, LLC | |||
| By: | /s/ Eric Semler | ||
| Name: | Eric Semler | ||
| Title: | Managing Member | ||
| /s/ Eric Semler | |
| Eric Semler |