Winiarski Gregg Form 4 Match / GREGG WINIARSKI ownership change

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^*

WINIARSKI GREGG

(Last)

(First)

(Middle)

C/O IAC/INTERACTIVECORP

555 WEST 18TH STREET

(Street)

NEW YORK

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and GC

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		34,168⁽¹⁾	D	$0.00⁽¹⁾	0	D
Common Stock, par value $0.001	06/30/2020		A		73,748⁽¹⁾	A	$0.00⁽¹⁾	73,748	D
Common Stock, par value $0.001	06/30/2020		A		20,674⁽²⁾	A	$0.00⁽²⁾	94,422	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	⁽³⁾	06/30/2020		D			8,988⁽⁴⁾	02/13/2019	02/12/2024	Common Stock, par value $0.001	8,988	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$47.06	06/30/2020		D			44,005⁽⁵⁾	05/03/2014	05/03/2023	Common Stock, par value $0.001	44,005	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$15.1411	06/30/2020		A		94,980⁽⁵⁾		05/03/2014⁽⁶⁾	05/03/2023⁽⁶⁾	Common Stock, par value $0.001	94,980	$0.00	94,980	D
Options to Purchase Common Stock, par value $0.001	$71.55	06/30/2020		D			125,000⁽⁵⁾	02/11/2015	03/28/2024	Common Stock, par value $0.001	125,000	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$23.0205	06/30/2020		A		269,800⁽⁵⁾		02/11/2015⁽⁷⁾	03/28/2024⁽⁷⁾	Common Stock, par value $0.001	269,800	$0.00	269,800	D
Options to Purchase Common Stock, par value $0.001	$61.68	06/30/2020		D			100,000⁽⁵⁾	02/11/2016	02/11/2025	Common Stock, par value $0.001	100,000	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$19.845	06/30/2020		A		215,840⁽⁵⁾		02/11/2016⁽⁸⁾	02/11/2025⁽⁸⁾	Common Stock, par value $0.001	215,840	$0.00	215,840	D
Options to Purchase Common Stock, par value $0.001	$40.37	06/30/2020		D			100,000⁽⁵⁾	02/10/2017	02/10/2026	Common Stock, par value $0.001	100,000	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$12.9887	06/30/2020		A		215,840⁽⁵⁾		02/10/2017⁽⁹⁾	02/10/2026⁽⁹⁾	Common Stock, par value $0.001	215,840	$0.00	215,840	D
Options to Purchase Common Stock, par value $0.001	$76	06/30/2020		D			100,000⁽⁵⁾	02/14/2018	02/14/2027	Common Stock, par value $0.001	100,000	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$24.4523	06/30/2020		A		215,840⁽⁵⁾		02/14/2018⁽¹⁰⁾	02/14/2027⁽¹⁰⁾	Common Stock, par value $0.001	215,840	$0.00	215,840	D

Explanation of Responses:

1. 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.

2. 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).

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. 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).

6. Represents stock options that vested/vest in 4 equal installments on May 3, 2014, 2015, 2016 and 2017, subject to continued service.

7. Represents stock options that vested/vest in 4 equal installments on February 11, 2015, 2016, 2017 and 2018, subject to continued service.

8. Represents stock options that vested/vest in 4 equal installments on February 11, 2016, 2017, 2018 and 2019, subject to continued service.

9. Represents stock options that vested/vest in 4 equal installments on February 10, 2017, 2018, 2019 and 2020, subject to continued service.

10. Represents stock options that vested/vest in 4 equal installments on February 14, 2018, 2019, 2020 and 2021, subject to continued service.

Remarks:

	Tanya M. Stanich as Attorney-in-Fact for Gregg Winiarski	07/02/2020
	** 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).
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Winiarski Gregg Form 4Match / GREGG WINIARSKI ownership change