Vimeo, Inc. — Director's Dealing 2021

May 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vimeo, Inc. (VMEO)
CIK: 0001837686
Period of Report: 2021-05-25

Reporting Person: Sud Anjali (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-25	Common Stock	A	430396	$0.00	Acquired	430396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-25	Stock Appreciation Rights	$4.7324	A	50715	Acquired	2026-02-10	Common Stock, par value $0.01 (50715)	Direct
2021-05-25	Stock Appreciation Rights	$4.7324	A	101430	Acquired	2026-08-09	Common Stock, par value $0.01 (101430)	Direct
2021-05-25	Stock Appreciation Rights	$4.7324	A	50715	Acquired	2027-02-14	Common Stock, par value $0.01 (50715)	Direct
2021-05-25	Stock Appreciation Rights	$4.7324	A	1065015	Acquired	2027-08-24	Common Stock, par value $0.01 (1065015)	Direct
2021-05-25	Stock Appreciation Rights	$6.9901	A	507150	Acquired	2027-08-24	Common Stock, par value $0.01 (507150)	Direct
2021-05-25	Stock Appreciation Rights	$5.9549	A	253575	Acquired	2028-03-02	Common Stock, par value $0.01 (253575)	Direct
2021-05-25	Option to Purchase Common Stock	$4.1083	A	8117	Acquired	2026-12-01	Common Stock, par value $0.01 (8117)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.