UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

Actua Corporation

(Name of Subject Company (issuer) and Filing Person (offeror))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

005094107

(CUSIP Number of Class of Securities)

Suzanne L. Niemeyer, Esq.

Managing Director, General Counsel and Secretary

555 E. Lancaster Avenue, Suite 640

Radnor, Pennsylvania 19087

(610) 727-6900

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)

With a copy to:

Henry N. Nassau, Esq.

Stephen M. Leitzell, Esq.

Dechert LLP

2929 Arch Street

Philadelphia, Pennsylvania 19104

(215) 994-4000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2016, as amended and supplemented by Amendment No. 1 filed with the SEC on December 8, 2016 (as may be further supplemented or amended from time to time, the “Schedule TO”), by Actua Corporation, a Delaware corporation (“Actua” or the “Company”), pursuant to Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to purchase for cash shares of its common stock, par value $0.001 per share (the “Shares”), having an aggregate purchase price of up to $80,000,000, at a purchase price not greater than $14.00 nor less than $12.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 7, 2016 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended or supplemented from time to time, the “Offer”).

This Amendment No. 2 is being filed to amend and supplement certain provisions of the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged. This Amendment No. 2 should be read in conjunction with the Schedule TO and the Exhibits thereto.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On December 13, 2016, the Company issued a press release announcing the final results of the Offer, which expired at 11:59 P.M., New York City time, on December 7, 2016. A copy of the press release is incorporated by reference herein as Exhibit (a)(5)(G) to the Schedule TO.

Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by adding the following exhibit:

SIGNATURES

After due 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: December 13, 2016

EXHIBIT INDEX