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: DILLER BARRY (Director, Chairman & Senior Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-30	Common Stock, par value $0.001	D	6063	$0.00	Disposed	0	Direct
2020-06-30	Common Stock, par value $0.001	A	13086	$0.00	Acquired	13086	Direct
2020-06-30	Common Stock, par value $0.001	A	3563542	$0.00	Acquired	3576628	Direct
2020-06-30	Common Stock, par value $0.001	D	136711	$0.00	Disposed	0	Indirect
2020-06-30	Common Stock, par value $0.001	A	295077	$0.00	Acquired	295077	Indirect
2020-06-30	Common Stock, par value $0.001	A	7969751	$0.00	Acquired	8264828	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-30	Restricted Stock Units	$	D	23703	Disposed	2024-03-04	Common Stock, par value $0.001 (23703)	Direct
2020-06-30	Class B Common Stock	$	D	1651011	Disposed		Common Stock, par value $0.001 (1651011)	Direct
2020-06-30	Class B Common Stock	$	D	3692435	Disposed		Common Stock, par value $0.001 (3692435)	Indirect
2020-06-30	Options to Purchase Common Stock, par value $0.001	$31.89	D	300000	Disposed	2021-04-20	Common Stock, par value $0.001 (300000)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$10.2603	A	647520	Acquired	2021-04-20	Common Stock, par value $0.001 (647520)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$67.45	D	500000	Disposed	2025-03-29	Common Stock, par value $0.001 (500000)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$21.7014	A	1079200	Acquired	2025-03-29	Common Stock, par value $0.001 (1079200)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$84.31	D	500000	Disposed	2025-03-29	Common Stock, par value $0.001 (500000)	Direct
2020-06-30	Options to Purchase Common Stock, par value $0.001	$27.1259	A	1079200	Acquired	2025-03-29	Common Stock, par value $0.001 (1079200)	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: Restricted stock units convert into common stock on a one-for-one basis.

F3: 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.

F4: Represents shares of the Issuer's Class B common stock that were convertible at the option of the holder on a one-for-one basis into shares of the Issuer's common stock at any time and did not have an expiration date. Each share of the Issuer's Class B common stock was entitled to ten votes per share and each share of the Issuer's common stock was entitled to one vote per share.

F5: Pursuant to the terms of the Transaction Agreement, the shares 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 Class B common stock, on a one-for-one basis.

F6: 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).

F7: Represents stock options that vested/vest in 4 equal installments on February 15, 2012, 2013, 2014 and 2015, subject to continued service.

F8: Represents stock options that vested/vest in 4 equal installments on March 29, 2016, 2017, 2018 and 2019, subject to continued service.