Match Group, Inc. — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IAC/INTERACTIVECORP (IACI)
CIK: 0000891103
Period of Report: 2012-12-01

Reporting Person: BLATT GREGORY R (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-01	Common Stock, par value $0.001	A	183684	—	Acquired	366924	Direct
2012-12-01	Common Stock, par value $0.001	F	92430	$47.15	Disposed	274494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-01	Restricted Stock Units	$0	D	183684	Disposed	2014-12-01	Common Stock, par value $0.001 (183684)	Direct

Footnotes

F1: Represents shares of IAC common stock acquired upon the vesting of restricted stock units (see footnote 3 below).

F2: Represents the withholding of shares of IAC common stock to cover the payment of taxes in connection with the vesting of restricted stock units.

F3: Represents restricted stock units granted pursuant to the Company's 2008 Stock and Annual Incentive Plan, 50% of which vested on December 1, 2012, 25% of which vest on December 1, 2013 and 25% vest on December 1, 2014, subject to the satisfaction of certain performance-related conditions.

F4: Represents the maximum number of remaining restricted stock units that could vest pursuant to the terms of the award, which provide that the number of restricted units to be earned and vested on each vesting date will be determined by the ratio of: (i) the average of the closing prices of IAC Common Stock for the 20 trading days preceding the applicable vesting date, divided by (ii) the closing price of IAC Common Stock on the grant date; provided, however, that in no event shall the number of restricted stock units ultimately earned and vested over the life of the award be less than 125,000 or more than 375,000 in the aggregate.