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: SPOON ALAN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-30	Common Stock, par value $0.001	D	128945	$0.00	Disposed	0	Direct
2020-06-30	Common Stock, par value $0.001	A	278314	$0.00	Acquired	278314	Direct
2020-06-30	Common Stock, par value $0.001	A	61831	$0.00	Acquired	340145	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-30	Restricted Stock Units	$	A	2402	Acquired	2023-06-30	Common Stock, par value $0.001 (2402)	Direct
2020-06-30	Restricted Stock Units	$	D	547	Disposed	2021-06-28	Common Stock, par value $0.001 (547)	Direct
2020-06-30	Restricted Stock Units	$	D	727	Disposed	2022-06-12	Common Stock, par value $0.001 (727)	Direct
2020-06-30	Restricted Stock Units	$	D	548	Disposed	2021-06-25	Common Stock, par value $0.001 (548)	Direct
2020-06-30	Restricted Stock Units	$	D	821	Disposed	2023-06-25	Common Stock, par value $0.001 (821)	Direct
2020-06-30	Restricted Stock Units	$	J	2449	Acquired	2022-06-19	Common Stock, par value $0.001 (2449)	Direct
2020-06-30	Restricted Stock Units	$	J	2107	Acquired	2021-06-15	Common Stock, par value $0.001 (2107)	Direct

Footnotes

F1: Includes: (i) 101,338 shares of common stock held directly by the reporting person and (ii) 27,607 share units accrued under the Non-Employee Director Deferred Compensation Plan.

F2: 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, (i) the shares of common stock automatically converted into (a) 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 (b) shares of New IAC common stock, on a one-for-one basis, and (ii) the share 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.

F3: 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).

F4: Restricted stock units convert into common stock on a one-for-one basis.

F5: Represents restricted stock units that vest in three equal installments on each of June 30, 2021, 2022 and 2023, subject to continued service.

F6: 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.

F7: Pursuant to the terms of the Transaction Agreement, the restricted stock units of pre-separation Match Group, Inc. automatically converted into restricted stock units of the Issuer corresponding to shares of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock), on the same terms and conditions (including applicable vesting requirements) as applied to such restricted stock units immediately prior to the Match Merger Effective Time (as defined in the Transaction Agreement), with equitable adjustments to the number of shares of common stock covered by the restricted stock units.

F8: Represents restricted stock units that vested/vest in 3 equal installments on June 19, 2020, 2021 and 2022, subject to continued service.

F9: Represents restricted stock units that vested/vest in 3 equal installments on June 15, 2019, 2020 and 2021, subject to continued service.