FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Match Group, Inc. [ MTCH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 | 09/30/2022 | A(1) | 262(1) | A | $47.75 | 2,405(2) | D | |||
Common Stock, par value $0.001 | 09/30/2022 | M | 1,385 | A | (3) | 3,790(4) | D | |||
Common Stock, par value $0.001 | 09/30/2022 | M | 585 | A | (3) | 4,375(5) | D | |||
Common Stock, par value $0.001 | 09/30/2022 | M | 2,953 | A | (3) | 7,328(6) | D | |||
Common Stock, par value $0.001 | 35,000 | I | Held through grantor retained annuity trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 09/30/2022 | M | 1,385 | 10/23/2021(7) | 09/30/2022(7) | Common Stock, par value $0.001 | 1,385 | $0 | 0 | D | ||||
Restricted Stock Units | (3) | 09/30/2022 | M | 585 | 06/15/2022(8) | 09/30/2022(8) | Common Stock, par value $0.001 | 585 | $0 | 0 | D | ||||
Restricted Stock Units | (3) | 09/30/2022 | M | 2,953 | 09/30/2022(9) | 09/30/2022(9) | Common Stock, par value $0.001 | 2,953 | $0 | 0 | D |
Explanation of Responses: |
1. Represents share units (rounded to the nearest whole number) credited to the reporting person pursuant to the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors. |
2. Includes (i) 1,279 shares of common stock and (ii) 1,126 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report. |
3. Restricted stock units convert into common stock on a one-for-one basis. |
4. Includes (i) 2,664 shares of common stock and (ii) 1,126 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report. |
5. Includes (i) 3,249 shares of common stock and (ii) 1,126 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report. |
6. Includes (i) 6,202 shares of common stock and (ii) 1,126 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report. |
7. Represents restricted stock units that vested as to one-third on October 23, 2021 and as to two-thirds on September 30, 2022, pursuant to an amendment of the original vesting schedule in connection with the reporting person's termination of service as director on September 30, 2022. |
8. Represents restricted stock units that vested in two equal installments on June 15, 2022 and September 30, 2022, pursuant to an amendment of the original vesting schedule in connection with the reporting person's termination of service as director on September 30, 2022. The remaining restricted stock units were forfeited upon termination of service as a director in accordance with their terms. |
9. Represents restricted stock units that vested on September 30, 2022, pursuant to an amendment of the original vesting schedule in connection with the reporting person's termination of service as director on September 30, 2022. |
Remarks: |
Francisco J. Villamar as Attorney-in-Fact for Joseph Levin | 10/04/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |