Swidler Gary Form 4 Match Group Holdings II / Gary Swidler 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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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^*

Swidler Gary

(Last) (First) (Middle)

MATCH GROUP, INC.

8750 N. CENTRAL EXPRESSWAY, SUITE 1400

(Street)

DALLAS TX 75231

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Match Group Holdings II, LLC [ MTCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO and CFO

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		139,118(1)	D	$0.00	0	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	(2)	06/30/2020		D			51,921	02/14/2021(3)	02/14/2022(3)	Common Stock, par value $0.001	51,921	$0.00	0	D
Restricted Stock Units	(2)	06/30/2020		D			78,983	02/18/2022(3)	02/18/2023(3)	Common Stock, par value $0.001	78,983	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$14.6952	06/30/2020		D			126,591	09/08/2016(4)	09/17/2025	Common Stock, par value $0.001	126,591	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$17.0366	06/30/2020		D			99,216	02/09/2018(4)	02/09/2027	Common Stock, par value $0.001	99,216	$0.00	0	D
Options to Purchase Common Stock, par value $0.001	$38.9842	06/30/2020		D			105,068	02/22/2021(4)	02/22/2028	Common Stock, par value $0.001	105,068	$0.00	0	D

Explanation of Responses:

1. Disposed of for 139,118 shares of Class M common stock of IAC/InteractiveCorp ("IAC"), pursuant to the terms of the transaction agreement, dated as of December 19, 2019 (as amended, the "Transaction Agreement"), by and among the Issuer, IAC, IAC Holdings, Inc., a direct wholly owned subsidiary of IAC, and Valentine Merger Sub LLC, an indirect wholly owned subsidiary of IAC.

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

3. Pursuant to the terms of the Transaction Agreement, the restricted stock units automatically converted into restricted stock units of IAC corresponding to shares of IAC 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 IAC Class M common stock covered by the restricted stock units.

4. Pursuant to the terms of the Transaction Agreement, the options were assumed by IAC on the same terms and conditions (including applicable vesting requirements) as applied to such options immediately prior to the Match Merger Effective Time (as defined in the Transaction Agreement), with equitable adjustments to the number of shares of IAC Class M common stock covered by the options and the applicable exercise price.

Remarks:

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