Vimeo, Inc. — Director's Dealing 2023

Apr 13, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Vimeo, Inc. (VMEO)
CIK: 0001837686
Period of Report: 2023-04-04

Reporting Person: Cox Eric (Chief Operating Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	313514	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Market-Based Restricted Stock Units	$0		Vimeo, Inc. Common Stock (720000)		Direct

Footnotes

F1: The amounts reported include (i) 250,391 restricted stock units ("RSUs") that remain unvested pursuant to an award previously granted to the reporting person on December 6, 2021 and that vest in equal installments on December 6, 2023 and December 6, 2024, and (ii) 63,123 shares of Vimeo, Inc. common stock held directly by the reporting person.

F2: The market-based RSUs subject to this award vest in tranches over three years. The number of RSUs earned is subject to upward or downward adjustment from 0% to 200% of the 720,000 RSUs reported in this Report, or the "base number of RSUs," based on (i) for the first three tranches, a "payout factor," calculated as the volume-weighted average of the closing price of the Company's common stock for the twenty (20) trading days immediately preceding the appliable vesting date divided by (b) $4.00 and (ii) for the true-up tranche, if the payout factor for the third tranche exceeds the payout factor for the first or second tranches, (a) the vested RSUs for each applicable tranche, recalculated using the payout factor for the third tranche, less (b) the previously-vested RSUs for the applicable tranche.

F3: The first three tranches, of 240,000, 240,000 and 240,000 RSUs, respectively, vest annually, beginning on March 1, 2024, and the final, "true-up tranche" vests along with the third tranche on March 1, 2026. The maximum number of RSUs that may vest pursuant to the award agreement is 1,440,000.