Match Group, Inc. — Director's Dealing 2018

Feb 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IAC/INTERACTIVECORP (IAC)
CIK: 0000891103
Period of Report: 2018-02-21

Reporting Person: DILLER BARRY (Director, Chairman & Senior Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-21	Common Stock, par value $0.001	G	136711	—	Disposed	0	Indirect
2018-02-21	Common Stock, par value $0.001	G	136711	—	Acquired	136711	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-21	Class B Common Stock	$0	G	2831367	Disposed		Common Stock, par value $0.001 (2831367)	Indirect
2018-02-21	Class B Common Stock	$0	G	2831367	Acquired		Common Stock, par value $0.001 (2831367)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Common Stock, par value $0.001 (1259424)	1259424	Direct

Footnotes

F1: Reflects a transfer from terminating grantor retained annuity trusts created in 2016 (the "2016 GRATs") to trusts for the benefit of the Reporting Person's family members (the "Descendants Trusts").

F2: Represents shares of IAC Class B common stock that are convertible at the option of the holder on a one-for-one basis into shares of IAC common stock at any time and do not have an expiration date. Each share of IAC Class B common stock is entitled to ten votes per share and each share of IAC common stock is entitled to one vote per share.

F3: In February 2017, the 2016 GRATs paid Mr. Diller 1,518,849 shares of IAC Class B common stock in connection with an initial annuity payment, which Mr. Diller contributed into two new grantor retained annuity trusts created in 2017 (the "2017 GRATs"). In February 2018, (i) the 2016 GRATs paid Mr. Diller 898,382 shares of IAC Class B common stock as a final annuity payment and terminated as described in footnote (1) above and (ii) the 2017 GRATs paid Mr. Diller 361,042 shares of IAC Class B common stock as an initial annuity payment. The annuity payments from, and contributions into, the grantor retained annuity trusts were transfers exempt from reporting pursuant to Rule 16a-13.

F4: Reflects the final annuity payments from the two terminating 2016 GRATs as well as the initial annuity payments from the 2017 GRATs, described in footnote (3) above.