0001209191-20-040740.txt : 20200702 0001209191-20-040740.hdr.sgml : 20200702 20200702202212 ACCESSION NUMBER: 0001209191-20-040740 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200702 DATE AS OF CHANGE: 20200702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DILLER BARRY CENTRAL INDEX KEY: 0000927067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34148 FILM NUMBER: 201011792 MAIL ADDRESS: STREET 1: 1940 COLDWATER CANYON DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Match Group, Inc. CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2145769352 MAIL ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75231 FORMER COMPANY: FORMER CONFORMED NAME: IAC/INTERACTIVECORP DATE OF NAME CHANGE: 20040712 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-06-30 1 0000891103 Match Group, Inc. MTCH 0000927067 DILLER BARRY C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK NY 10011 1 1 0 0 Chairman & Senior Executive Common Stock, par value $0.001 2020-06-30 4 D 0 6063 0.00 D 0 D Common Stock, par value $0.001 2020-06-30 4 A 0 13086 0.00 A 13086 D Common Stock, par value $0.001 2020-06-30 4 A 0 3563542 0.00 A 3576628 D Common Stock, par value $0.001 2020-06-30 4 D 0 136711 0.00 D 0 I Through Descendants Trusts (for the benefit of members of the reporting person's family) Common Stock, par value $0.001 2020-06-30 4 A 0 295077 0.00 A 295077 I Through Descendants Trusts (for the benefit of members of the reporting person's family) Common Stock, par value $0.001 2020-06-30 4 A 0 7969751 0.00 A 8264828 I Through Descendants Trusts (for the benefit of members of the reporting person's family) Restricted Stock Units 2020-06-30 4 D 0 23703 0.00 D 2019-03-05 2024-03-04 Common Stock, par value $0.001 23703 0 D Class B Common Stock 2020-06-30 4 D 0 1651011 0.00 D Common Stock, par value $0.001 1651011 0 D Class B Common Stock 2020-06-30 4 D 0 3692435 0.00 D Common Stock, par value $0.001 3692435 0 I Held through Descendants Trusts Options to Purchase Common Stock, par value $0.001 31.89 2020-06-30 4 D 0 300000 0.00 D 2012-02-15 2021-04-20 Common Stock, par value $0.001 300000 0 D Options to Purchase Common Stock, par value $0.001 10.2603 2020-06-30 4 A 0 647520 0.00 A 2012-02-15 2021-04-20 Common Stock, par value $0.001 647520 647520 D Options to Purchase Common Stock, par value $0.001 67.45 2020-06-30 4 D 0 500000 0.00 D 2016-03-29 2025-03-29 Common Stock, par value $0.001 500000 0 D Options to Purchase Common Stock, par value $0.001 21.7014 2020-06-30 4 A 0 1079200 0.00 A 2016-03-29 2025-03-29 Common Stock, par value $0.001 1079200 1079200 D Options to Purchase Common Stock, par value $0.001 84.31 2020-06-30 4 D 0 500000 0.00 D 2016-03-29 2025-03-29 Common Stock, par value $0.001 500000 0 D Options to Purchase Common Stock, par value $0.001 27.1259 2020-06-30 4 A 0 1079200 0.00 A 2016-03-29 2025-03-29 Common Stock, par value $0.001 1079200 1079200 D 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. Restricted stock units convert into common stock on a one-for-one basis. 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. 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. 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. 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). Represents stock options that vested/vest in 4 equal installments on February 15, 2012, 2013, 2014 and 2015, subject to continued service. Represents stock options that vested/vest in 4 equal installments on March 29, 2016, 2017, 2018 and 2019, subject to continued service. Joanne Hawkins as Attorney-in-Fact for Barry Diller 2020-07-02