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ANGI Homeservices Inc. Class a Common Stock

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ANGI Homeservices Inc. Class a Common Stock Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Number 333-227932 Prospectus Supplement (To Prospectus dated October 22, 2018) 1,504,082 Shares ANGI Homeservices Inc. Class A Common Stock All of the shares of ANGI Homeservices Inc.'s Class A Common Stock in this offering are being sold by the selling stockholders identified in this prospectus supplement. We will not receive any proceeds from the sale of the shares by the selling stockholders. Our Class A Common Stock is listed on the Nasdaq Global Select Market under the symbol "ANGI." The last sale price of our Class A Common Stock as reported on the Nasdaq Global Select Market on December 10, 2018 was $16.69 per share. Investing in our Class A Common Stock involves risks. See "Risk Factors" section beginning on page S-4 of this prospectus supplement, page 4 of the accompanying prospectus, and on page 9 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 incorporated by reference herein. Per Share Total Public offering price $16.40 $24,666,944.80 Underwriting discount $0.35 $526,428.70 Proceeds, before expenses, to the selling stockholders $16.05 $24,140,516.10 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares of Class A Common Stock through the book-entry facilities of the Depository Trust Company on or about December 13, 2018. Goldman Sachs & Co. LLC The date of this prospectus supplement is December 11, 2018. Table of Contents TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT S-ii FORWARD-LOOKING STATEMENTS S-iv SUMMARY S-1 RISK FACTORS S-4 USE OF PROCEEDS S-5 PRICE RANGE OF CLASS A COMMON STOCK S-6 SELLING STOCKHOLDERS S-7 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS S-8 UNDERWRITING S-11 LEGAL MATTERS S-15 EXPERTS S-15 WHERE YOU CAN FIND MORE INFORMATION S-15 Prospectus Page ABOUT THIS PROSPECTUS 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 ANGI HOMESERVICES INC. 3 RISK FACTORS 4 USE OF PROCEEDS 5 SELLING STOCKHOLDERS 6 DESCRIPTION OF CAPITAL STOCK 10 PLAN OF DISTRIBUTION 17 LEGAL MATTERS 20 EXPERTS 20 WHERE YOU CAN FIND MORE INFORMATION 20 S-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts: a prospectus supplement and an accompanying prospectus, dated October 22, 2018. The first part is this prospectus supplement, which describes the terms of this offering of our Class A Common Stock and adds to and updates information contained or incorporated by reference in the accompanying prospectus. The second part, the accompanying prospectus, dated October 22, 2018, gives more general information, some of which may not apply to this offering. This prospectus supplement and the accompanying prospectus are part of an automatic shelf registration statement that we filed with the SEC as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act utilizing a "shelf" registration process. Under this shelf registration process, the selling stockholders may sell the securities described in the accompanying prospectus in one or more offerings. You should read (i) this prospectus supplement, (ii) the accompanying prospectus, (iii) any free writing prospectus prepared by or on behalf of us or to which we have referred you and (iv) the documents incorporated by reference herein and therein that are described in this prospectus supplement and the accompanying prospectus under the heading "Where You Can Find More Information." You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus prepared by us or on our behalf. None of us, the selling stockholders or the underwriter have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. None of us, the selling stockholders or the underwriter are making an offer to sell these shares of Class A Common Stock in any jurisdiction where the offer or sale is not permitted. Persons who come into possession of this prospectus supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. This information incorporated, or deemed to be incorporated, by reference is considered to be a part of this prospectus supplement, and information that we file later with the SEC, to the extent incorporated, or deemed to be incorporated, by reference will automatically update and supersede this information. If the information contained in this prospectus supplement differs or varies from the information contained in a document we have incorporated by reference, you should rely on the information in the more recent document. You should not assume that the information in this prospectus supplement and the accompanying prospectus or any other offering materials is accurate as of any date other than the date on the front of each document or that information incorporated by reference into this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us to which we have referred you is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since such date. This prospectus supplement and the accompanying prospectus summarize certain documents and other information to which we refer you for a more complete understanding of what we discuss in this prospectus supplement and the accompanying prospectus. In making an investment decision, you should rely on your own examination of us and the terms of this offering and our Class A Common Stock, including the merits and risks involved. S-ii Table of Contents We, the selling stockholders, the underwriter and its affiliates and agents are not making any representation to any purchaser of shares of our Class A Common Stock regarding the legality of the purchaser's investment in our shares of Class A Common Stock. You should not consider any information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in our shares of Class A Common Stock. In this prospectus, unless otherwise specified or the context requires otherwise, the terms "ANGI Homeservices," the "Company," "we," "us" and "our" refer to ANGI Homeservices Inc. and its subsidiaries. References to the "SEC" refer to the Securities and Exchange Commission. S-iii Table of Contents FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein or therein may contain certain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to our future financial performance, business prospects and strategy, anticipated trends and prospects in home services industry, expected synergies and other benefits to be realized following the combination of the HomeAdvisor Business (as defined below) and Angie's List, Inc. on September 29, 2017 (the "Combination") and other similar matters. "HomeAdvisor Business" means the businesses and operations of the HomeAdvisor segment of IAC/InterActiveCorp ("IAC"), our controlling stockholder, as reported in IAC's filings with the SEC. These forward-looking statements are based on our management's current expectations and assumptions about future events as of the date of this prospectus supplement, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) our ability to compete effectively against current and future competitors, (ii) the failure or delay of the home services market to migrate online, (iii) adverse economic events or trends, particularly those that adversely impact consumer confidence and spending behavior, (iv) our ability to establish and maintain relationships with quality service professionals, (v) our ability to build, maintain and/or enhance our various brands, (vi) our ability to market our various products and services in a successful and cost-effective manner, (vii) our continued
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