SEC Info - Von Furstenberg Alexander - ‘4’ for 6/30/20 re: Match Group, Inc.

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^*

Von Furstenberg Alexander

(Last)

(First)

(Middle)

C/O ARROW FINANCE

555 WEST 18TH STREET, 5TH FLOOR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
6/30/20

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	6/30/20		D		69,545 ⁽¹⁾ ⁽²⁾	D	$0.00 ⁽²⁾	0	D
Common Stock, par value $0.001	6/30/20		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)
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⁾	6/30/20		D			547 ⁽⁴⁾	6/28/19 ⁽⁵⁾	6/28/21 ⁽⁵⁾	Common Stock, par value $0.001	547	$0.00	0	D
Restricted Stock Units	⁽³⁾	6/30/20		D			727 ⁽⁴⁾	6/12/20 ⁽⁶⁾	6/12/22 ⁽⁶⁾	Common Stock, par value $0.001	727	$0.00	0	D
Restricted Stock Units	⁽³⁾	6/30/20		D			548 ⁽⁴⁾	6/25/19 ⁽⁷⁾	6/25/21 ⁽⁷⁾	Common Stock, par value $0.001	548	$0.00	0	D
Restricted Stock Units	⁽³⁾	6/30/20		D			821 ⁽⁴⁾	6/25/21 ⁽⁸⁾	6/25/23 ⁽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	7/2/20
	** 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.
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____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Von Furstenberg Alexander – ‘4’ for 6/30/20 re: Match Group, Inc.

On: Thursday, 7/2/20, at 8:25pm ET · For: 6/30/20 · Accession #: 1209191-20-40747 · File #: 1-34148

Previous ‘4’: ‘4’ on 6/29/20 for 6/25/20 · Next: ‘4’ on 7/24/20 for 6/1/20 · Latest: ‘4’ on 6/27/23 for 6/23/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Von Furstenberg Alexander – ‘4’ for 6/30/20 re: Match Group, Inc.

On: Thursday, 7/2/20, at 8:25pm ET · For: 6/30/20 · Accession #: 1209191-20-40747 · File #: 1-34148

Previous ‘4’: ‘4’ on 6/29/20 for 6/25/20 · Next: ‘4’ on 7/24/20 for 6/1/20 · Latest: ‘4’ on 6/27/23 for 6/23/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents