Match Group, Inc. — Director's Dealing 2013

Dec 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IAC/INTERACTIVECORP (IACI)
CIK: 0000891103
Period of Report: 2013-12-01

Reporting Person: BLATT GREGORY R (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-01	Common Stock, par value $0.001	A	97566	—	Acquired	372060	Direct
2013-12-01	Common Stock, par value $0.001	F	54462	$57.21	Disposed	317598	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-01	Restricted Stock Units	$0	D	97566	Disposed	2014-12-01	Common Stock, par value $0.001 (97566)	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 an award of 375,000 restricted stock units granted pursuant to the Company's 2008 Stock and Annual Incentive Plan, 183,684 of which vested on December 1, 2012, 97,566 of which vested on December 1, 2013 and 93,750 of which are scheduled to 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.