Match Group, Inc. — Director's Dealing 2020

Jul 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Match Group, Inc. (MTCH)
CIK: 0000891103
Period of Report: 2020-06-30

Reporting Person: Stein Mark J (EVP & CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-30	Common Stock, par value $0.001	D	68656	$0.00	Disposed	0	Direct
2020-06-30	Common Stock, par value $0.001	A	148187	$0.00	Acquired	148187	Direct
2020-06-30	Common Stock, par value $0.001	A	25842	$0.00	Acquired	174029	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-30	Restricted Stock Units	$	D	8988	Disposed	2024-02-12	Common Stock, par value $0.001 (8988)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$70.88	D	100000	Disposed	2025-09-17	Common Stock, par value $0.001 (100000)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$22.805	A	215840	Acquired	2025-09-17	Common Stock, par value $0.001 (215840)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$70.88	D	100000	Disposed	2025-09-17	Common Stock, par value $0.001 (100000)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$22.805	A	215840	Acquired	2025-09-17	Common Stock, par value $0.001 (215840)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$40.37	D	150000	Disposed	2026-02-10	Common Stock, par value $0.001 (150000)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$12.9887	A	323760	Acquired	2026-02-10	Common Stock, par value $0.001 (323760)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$76.00	D	150000	Disposed	2027-02-14	Common Stock, par value $0.001 (150000)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$24.4523	A	323760	Acquired	2027-02-14	Common Stock, par value $0.001 (323760)	Direct

Footnotes

F1: Pursuant to the terms of the transaction agreement, dated as of December 19, 2019 (as amended, the "Transaction Agreement"), by and among the Issuer, Match Group, Inc., IAC Holdings, Inc. ("New IAC"), a direct wholly owned subsidiary of the Issuer, and Valentine Merger Sub LLC, an indirect wholly owned subsidiary of the Issuer, the shares of common stock automatically converted into (i) shares of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock) based on the Reclassification Exchange Ratio (as calculated pursuant to the Transaction Agreement) and (ii) shares of New IAC common stock, on a one-for-one basis.

F2: Pursuant to the terms of the Transaction Agreement, shares of pre-separation Match Group, Inc. automatically converted into (i) 1 share of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock) and (ii) at the holder's election, either (a) $3.00 per share in cash or (b) 0.0337 of a share of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock).

F3: Restricted stock units convert into common stock on a one-for-one basis.

F4: Pursuant to the terms of the Transaction Agreement, the restricted stock units automatically converted into restricted stock units of New IAC corresponding to shares of New IAC's common stock, on a basis that preserves the fair market value of such awards immediately before and immediately after the conversion.

F5: Pursuant to the terms of the Transaction Agreement, each option automatically converted into (i) an option to purchase shares of common stock of New IAC and (ii) an option to purchase shares of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock), each in a manner that preserved the spread value of the options immediately before and immediately after the adjustment, with the allocation between the two options based on the value of a share of New IAC common stock relative to the value of a share of the Issuer's common stock multiplied by the Reclassification Exchange Ratio (as calculated pursuant to the Transaction Agreement).

F6: Represents stock options that vested/vest in 4 equal installments on September 17, 2016, 2017, 2018 and 2019, subject to continued service.

F7: Represents stock options that vested/vest in 4 equal installments on February 10, 2017, 2018, 2019 and 2020, subject to continued service.

F8: Represents stock options that vested/vest in 4 equal installments on February 14, 2018, 2019, 2020 and 2021, subject to continued service.