SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Von Furstenberg Alexander (Last) (First) (Middle) C/O ARROW FINANCE 555 WEST 18TH STREET, 5TH FLOOR (Street) NEW YORK NY 10011 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Match Group, Inc. [ MTCH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/30/2020		D		69,545(1)(2)	D	$0.00(2)	0	D
Common Stock, par value $0.001	06/30/2020		A		150,105(2)	A	$0.00(2)	150,105	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	06/30/2020		D			547(4)	06/28/2019(5)	06/28/2021(5)	Common Stock, par value $0.001	547	$0.00	0	D
Restricted Stock Units	(3)	06/30/2020		D			727(4)	06/12/2020(6)	06/12/2022(6)	Common Stock, par value $0.001	727	$0.00	0	D
Restricted Stock Units	(3)	06/30/2020		D			548(4)	06/25/2019(7)	06/25/2021(7)	Common Stock, par value $0.001	548	$0.00	0	D
Restricted Stock Units	(3)	06/30/2020		D			821(4)	06/25/2021(8)	06/25/2023(8)	Common Stock, par value $0.001	821	$0.00	0	D

Explanation of Responses:

1. Includes: (i) 66,004 shares of common stock held directly by the reporting person and (ii) 3,541 share units accrued under the Non-Employee Director Deferred Compensation Plan.

2. 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, (i) the shares of common stock automatically converted into (a) 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 (b) shares of New IAC common stock, on a one-for-one basis, and (ii) the share 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.

3. Restricted stock units convert into common stock on a one-for-one basis.

4. 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.

5. Represents restricted stock units that vested/vest in 3 equal installments on June 28, 2019, 2020 and 2021, subject to continued service.

6. Represents restricted stock units that vested/vest in 3 equal installments on June 12, 2020, 2021 and 2022, subject to continued service.

7. Represents restricted stock units that vested/vest in 3 equal installments on June 25, 2019, 2020 and 2021, subject to continued service.

8. Represents restricted stock units that vested/vest in 3 equal installments on June 25, 2019, 2020 and 2021, subject to continued service.

Remarks:

	Tanya M. Stanich as Attorney-in-Fact for Alexander Von Furstenberg	07/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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