SEC Form 4 · accession 0001179110-17-011346

Match Group, Inc. · MTCH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sean Rad

Other

Period of report

Aug 9, 2017

Accepted (ET)

Aug 10, 2017 · 8:38 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001575189

Table I — non-derivative securities

Security	Date	Code	Price	A/D	Owned after	D/I	Nature of ownership
Common stock, par value $0.001^F1,F2	Aug 9, 2017	X	$2.17	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1,F2	Aug 9, 2017	X	$2.30	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1,F2	Aug 9, 2017	X	$2.47	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1,F2	Aug 9, 2017	X	$2.63	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1,F2	Aug 9, 2017	X	$2.80	A	1,000	I	By the Rad Holdings Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$2.17	Aug 9, 2017	X	5,127,392	D	Jul 13, 2017	Apr 22, 2023	Common Stock	5,127,392	D
Stock Option (right to buy)^F3	$2.30	Aug 9, 2017	X	1,439,674	D	Jul 13, 2017	Apr 22, 2023	Common Stock	1,439,674	D
Stock Option (right to buy)	$2.47	Aug 9, 2017	X	1,439,674	D	Jul 13, 2017	Apr 22, 2023	Common Stock	1,439,674	D
Stock Option (right to buy)^F3	$2.63	Aug 9, 2017	X	1,439,674	D	Jul 13, 2017	Apr 22, 2023	Common Stock	1,439,674	D
Stock Option (right to buy)^F3	$2.80	Aug 9, 2017	X	1,439,674	D	Jul 13, 2017	Apr 22, 2023	Common Stock	1,439,674	D

Explanation of responses

F1As disclosed in Table II, the Reporting Person exercised stock options in respect of shares of common stock, par value $0.001 per share, of the Issuer ("Match Common Stock"). Such stock options, as reported in footnote 3, may be settled at the election of the Issuer in shares of Match Common Stock or (until such time as IAC/InterActiveCorp, a Delaware corporation ("IAC"), ceases to own shares representing a majority of the combined voting power of the Issuer's outstanding Match Common Stock, Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), and Class C Common Stock, par value $0.001 per share ("Class C Common Stock")) shares of common stock, par value $0.001 per share, of IAC ("IAC Common Stock"), if the Reporting Person elects to "net settle" such options by having shares withheld to cover the exercise price and any applicable withholding taxes. (continued in footnote 2)
F2(continued from footnote 1) The Reporting Person elected "net settlement" with respect to the exercised stock options described in Table II, and the Issuer elected to effectuate such settlement in shares of IAC Common Stock. The Issuer delivered 816,805 shares of IAC Common Stock to the Reporting Person after withholding shares in respect of the aggregate exercise price and applicable tax withholding. In addition, the Issuer paid the Reporting Person $82.55 in cash in lieu of issuing a fractional share. The foregoing settlement was based on the closing price of a share of IAC Common Stock on August 9, 2017, which was $105.28. The Reporting Person did not acquire any shares of Match Common Stock as a result of the exercise of stock options disclosed in Table II.
F3100% of the shares subject to the options were vested as of July 13, 2017. The options may be settled (i) at the election of the Issuer, in shares of Match Common Stock or (until such time as IAC ceases to own shares representing a majority of the combined voting power of the Issuer's outstanding Match Common Stock, Class B Common Stock, and Class C Common Stock) shares of IAC Common Stock, if the Reporting Person elects to "net settle" such options by having shares withheld to cover the exercise price and any applicable withholding taxes, or (ii) in shares of Match Common Stock, if the Reporting Person elects to pay the exercise price and any applicable withholding taxes in cash.