SEC Form 4 · accession 0001104659-18-011741

Match Group, Inc. · MTCH

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

Reporting owner

Barry Diller

Officer — Chairman & Senior Executive · Director

Period of report

Feb 21, 2018

Accepted (ET)

Feb 23, 2018 · 5:01 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000891103

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.001	Feb 21, 2018	G	136,711	$0.00	D	0	I	Held through grantor retained annuity trusts
Common Stock, par value $0.001	Feb 21, 2018	G	136,711	$0.00	A	136,711	I	Held through Descendants Trusts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2,F3	$0.00	Feb 21, 2018	G	2,831,367	D	—	—	Common Stock, par value $0.001	2,831,367	1,157,807	I
Class B Common Stock^F2	$0.00	Feb 21, 2018	G	2,831,367	A	—	—	Common Stock, par value $0.001	2,831,367	2,831,367	I
Class B Common Stock^F2,F4	$0.00	holding	—	—	—	—	—	Common Stock, par value $0.001	1,259,424	1,259,424	D

Explanation of responses

F1Reflects a transfer from terminating grantor retained annuity trusts created in 2016 (the "2016 GRATs") to trusts for the benefit of the Reporting Person's family members (the "Descendants Trusts").
F2Represents shares of IAC Class B common stock that are convertible at the option of the holder on a one-for-one basis into shares of IAC common stock at any time and do not have an expiration date. Each share of IAC Class B common stock is entitled to ten votes per share and each share of IAC common stock is entitled to one vote per share.
F3In February 2017, the 2016 GRATs paid Mr. Diller 1,518,849 shares of IAC Class B common stock in connection with an initial annuity payment, which Mr. Diller contributed into two new grantor retained annuity trusts created in 2017 (the "2017 GRATs"). In February 2018, (i) the 2016 GRATs paid Mr. Diller 898,382 shares of IAC Class B common stock as a final annuity payment and terminated as described in footnote (1) above and (ii) the 2017 GRATs paid Mr. Diller 361,042 shares of IAC Class B common stock as an initial annuity payment. The annuity payments from, and contributions into, the grantor retained annuity trusts were transfers exempt from reporting pursuant to Rule 16a-13.
F4Reflects the final annuity payments from the two terminating 2016 GRATs as well as the initial annuity payments from the 2017 GRATs, described in footnote (3) above.

Remarks

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly held, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.