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Match Group, Inc. — Director's Dealing 2010
Dec 3, 2010
30682_dirs_2010-12-03_72b7e9dd-4327-4acb-a638-7fa304906dd5.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: IAC/INTERACTIVECORP (IACI)
CIK: 0000891103
Period of Report: 2010-12-01
Reporting Person: LIBERTY MEDIA CORP (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2010-12-01 | Class B Common Stock | J | 4289499 | — | Disposed | 8510500 | Indirect |
| 2010-12-01 | Class A Common Stock | J | 4289499 | — | Acquired | 4289499 | Indirect |
| 2010-12-01 | Class B Common Stock | J | 8510500 | — | Disposed | 0 | Indirect |
| 2010-12-01 | Class A Common Stock | J | 4289499 | — | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2010-12-01 | Class B common stock | $ | J | 12799999 | Disposed | Class A common stock (12799999) | Indirect |
Footnotes
F1: Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder.
F2: Pursuant to a previously existing Stockholders Agreement between the reporting person and Barry Diller, on December 1, 2010, the reporting person exchanged 4,289,499 shares of Class B common stock owned by the reporting person for 4,289,499 shares of Class A common stock owned by Barry Diller (the "Liberty/Diller Exchange").
F3: Pursuant to a Stock Exchange Agreement, dated as of December 1, 2010 (the "Exchange Agreement"), by and among the reporting person, Liberty USA Holdings, LLC, the issuer and Celebrate Interactive, Inc., immediately subsequent to the Liberty/Diller Exchange, the reporting person exchanged 8,510,500 shares of Class B common stock and 4,289,499 shares of Class A common stock of the issuer for all of the issuer's interest in Celebrate Interactive, Inc., which was a subsidiary of the issuer that held certain businesses, and approximately $220 million in cash (the "Liberty/IAC Exchange"). Pursuant to the Exchange Agreement, on December 1, 2010, the reporting person became irrevocably committed to deliver up to 120,000 shares of Class A common stock to the issuer upon the final determination of the working capital of the businesses the reporting person acquired in the Liberty/IAC Exchange.