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Match Group, Inc. — Director's Dealing 2020
Jul 2, 2020
30682_dirs_2020-07-02_153be85b-1c64-4deb-9561-d3932390ada1.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Match Group Holdings II, LLC (MTCH)
CIK: 0001575189
Period of Report: 2020-06-30
Reporting Person: Match Group, Inc. (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-06-30 | Common stock, par value $0.001 | J | 18461879 | $0.00 | Disposed | 0 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-06-30 | Class B common stock, par value $0.001 | $ | J | 209919402 | Disposed | Common stock, par value $0.001 (209919402) | 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, the Reporting Person, IAC Holdings, Inc., a direct wholly owned subsidiary of the Reporting Person, and Valentine Merger Sub LLC ("Merger Sub"), an indirect wholly owned subsidiary of the Reporting Person, the Issuer merged with and into Merger Sub, with Merger Sub surviving the merger as an indirect wholly owned subsidiary of the Reporting Person (the "Merger").
F2: In connection with the Merger, (i) each share of common stock of the Issuer (excluding shares owned by the Reporting Person, the Issuer, or any wholly owned subsidiary of either) converted into the right to receive one share of common stock of the Reporting Person, plus, at each holder's election, either $3.00 in cash or a fraction of a share of the Reporting Person's common stock with a value of $3.00, calculated based on the Issuer's VWAP for the trailing 10 trading days, less $3.00, (ii) each share of common stock of the Issuer owned by the Reporting Person, the Issuer or any wholly owned subsidiary of either was cancelled, and (iii) each share of Class B common stock of the Issuer was cancelled.
F3: Shares of Match Group, Inc. Class B common stock are convertible into shares of Match Group, Inc. common stock at the option of the holder thereof at any time on a share for share basis.