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