SEC FORM 4

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

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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^*

SPOON ALAN G

(Last)

(First)

(Middle)

C/O NORTHSTAR ADVISOR LLC

880 WINTER STREET, SUITE 350

(Street)

WALTHAM

02451

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	06/30/2020		D		128,945⁽¹⁾⁽²⁾	D	$0.00⁽²⁾	0	D
Common Stock, par value $0.001	06/30/2020		A		278,314⁽²⁾	A	$0.00⁽²⁾	278,314	D
Common Stock, par value $0.001	06/30/2020		A		61,831⁽³⁾	A	$0.00⁽³⁾	340,145	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	06/30/2020		A		2,402		06/30/2021⁽⁵⁾	06/30/2023⁽⁵⁾	Common Stock, par value $0.001	2,402	$0.00	2,402	D
Restricted Stock Units	⁽⁴⁾	06/30/2020		D			547⁽⁶⁾	06/28/2019	06/28/2021	Common Stock, par value $0.001	547	$0.00	0	D
Restricted Stock Units	⁽⁴⁾	06/30/2020		D			727⁽⁶⁾	06/12/2020	06/12/2022	Common Stock, par value $0.001	727	$0.00	0	D
Restricted Stock Units	⁽⁴⁾	06/30/2020		D			548⁽⁶⁾	06/25/2019	06/25/2021	Common Stock, par value $0.001	548	$0.00	0	D
Restricted Stock Units	⁽⁴⁾	06/30/2020		D			821⁽⁶⁾	06/25/2021	06/25/2023	Common Stock, par value $0.001	821	$0.00	0	D
Restricted Stock Units	⁽⁴⁾	06/30/2020		J		2,449⁽⁷⁾		06/19/2020⁽⁸⁾	06/19/2022⁽⁸⁾	Common Stock, par value $0.001	2,449	$0.00	2,449	D
Restricted Stock Units	⁽⁴⁾	06/30/2020		J		2,107⁽⁷⁾		06/15/2019⁽⁹⁾	06/15/2021⁽⁹⁾	Common Stock, par value $0.001	2,107	$0.00	2,107	D

Explanation of Responses:

1. Includes: (i) 101,338 shares of common stock held directly by the reporting person and (ii) 27,607 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. Pursuant to the terms of the Transaction Agreement, shares of pre-separation Match Group, Inc. automatically converted into (i) 1 share of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock) and (ii) at the holder's election, either (a) $3.00 per share in cash or (b) 0.0337 of a share of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock).

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

5. Represents restricted stock units that vest in three equal installments on each of June 30, 2021, 2022 and 2023, subject to continued service.

6. 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.

7. Pursuant to the terms of the Transaction Agreement, the restricted stock units of pre-separation Match Group, Inc. automatically converted into restricted stock units of the Issuer corresponding to shares of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock), on the same terms and conditions (including applicable vesting requirements) as applied to such restricted stock units immediately prior to the Match Merger Effective Time (as defined in the Transaction Agreement), with equitable adjustments to the number of shares of common stock covered by the restricted stock units.

8. Represents restricted stock units that vested/vest in 3 equal installments on June 19, 2020, 2021 and 2022, subject to continued service.

9. Represents restricted stock units that vested/vest in 3 equal installments on June 15, 2019, 2020 and 2021, subject to continued service.

Remarks:

	Francisco J. Villamar as Attorney-in-Fact for Alan Spoon	07/02/2020
	** Signature of Reporting Person	Date
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