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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Match Group, Inc. [ MTCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 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) | |||||||||||||||
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| 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 | (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 | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||