Sec Form 4 Filing - DILLER BARRY @ Match Group, Inc. - 2020-06-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DILLER BARRY 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 X __ Officer (give title below) _____ Other (specify below) Chairman & Senior Executive (Last) (First) (Middle) C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2020 (Street) NEW YORK, NY10011 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,063 ( 1 ) D $ 0 ( 1 ) 0 D Common Stock, par value $0.001 06/30/2020 A 13,086 ( 1 ) A $ 0 ( 1 ) 13,086 D Common Stock, par value $0.001 06/30/2020 A 3,563,542 ( 1 ) A $ 0 ( 1 ) 3,576,628 D Common Stock, par value $0.001 06/30/2020 D 136,711 ( 1 ) D $ 0 ( 1 ) 0 I Through Descendants Trusts (for the benefit of members of the reporting person's family) Common Stock, par value $0.001 06/30/2020 A 295,077 ( 1 ) A $ 0 ( 1 ) 295,077 I Through Descendants Trusts (for the benefit of members of the reporting person's family) Common Stock, par value $0.001 06/30/2020 A 7,969,751 ( 1 ) A $ 0 ( 1 ) 8,264,828 I Through Descendants Trusts (for the benefit of members of the reporting person's family)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 23,703 ( 3 ) 03/05/2019 03/04/2024 Common Stock, par value $0.001 23,703 $ 0 0 D Class B Common Stock ( 4 ) ( 4 ) 06/30/2020 D 1,651,011 ( 5 ) ( 4 ) ( 4 ) Common Stock, par value $0.001 1,651,011 ( 5 ) $ 0 0 D Class B Common Stock ( 4 ) ( 4 ) 06/30/2020 D 3,692,435 ( 5 ) ( 4 ) ( 4 ) Common Stock, par value $0.001 3,692,435 ( 5 ) $ 0 0 I Held through Descendants Trusts Options to Purchase Common Stock, par value $0.001 $ 31.89 06/30/2020 D 300,000 ( 6 ) 02/15/2012 04/20/2021 Common Stock, par value $0.001 300,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 10.2603 06/30/2020 A 647,520 ( 6 ) 02/15/2012( 7 ) 04/20/2021( 7 ) Common Stock, par value $0.001 647,520 $ 0 647,520 D Options to Purchase Common Stock, par value $0.001 $ 67.45 06/30/2020 D 500,000 ( 6 ) 03/29/2016 03/29/2025 Common Stock, par value $0.001 500,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 21.7014 06/30/2020 A 1,079,200 ( 6 ) 03/29/2016( 8 ) 03/29/2025( 8 ) Common Stock, par value $0.001 1,079,200 $ 0 1,079,200 D Options to Purchase Common Stock, par value $0.001 $ 84.31 06/30/2020 D 500,000 ( 6 ) 03/29/2016 03/29/2025 Common Stock, par value $0.001 500,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 27.1259 06/30/2020 A 1,079,200 ( 6 ) 03/29/2016( 8 ) 03/29/2025( 8 ) Common Stock, par value $0.001 1,079,200 $ 0 1,079,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DILLER BARRY C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY10011 X Chairman & Senior Executive Signatures Joanne Hawkins as Attorney-in-Fact for Barry Diller 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, the shares of common stock automatically converted into (i) 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 (ii) shares of New IAC common stock, on a one-for-one basis. ( 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 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. ( 4 )Represents shares of the Issuer's Class B common stock that were convertible at the option of the holder on a one-for-one basis into shares of the Issuer's common stock at any time and did not have an expiration date. Each share of the Issuer's Class B common stock was entitled to ten votes per share and each share of the Issuer's common stock was entitled to one vote per share. ( 5 )Pursuant to the terms of the Transaction Agreement, the shares automatically converted into (i) 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 (ii) shares of New IAC Class B common stock, on a one-for-one basis. ( 6 )Pursuant to the terms of the Transaction Agreement, each option automatically converted into (i) an option to purchase shares of common stock of New IAC and (ii) an option to purchase shares of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock), each in a manner that preserved the spread value of the options immediately before and immediately after the adjustment, with the allocation between the two options based on the value of a share of New IAC common stock relative to the value of a share of the Issuer's common stock multiplied by the Reclassification Exchange Ratio (as calculated pursuant to the Transaction Agreement). ( 7 )Represents stock options that vested/vest in 4 equal installments on February 15, 2012, 2013, 2014 and 2015, subject to continued service. ( 8 )Represents stock options that vested/vest in 4 equal installments on March 29, 2016, 2017, 2018 and 2019, subject to continued service.

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