Sec Form 4 Filing - Beckley Frederic @ Meet Group, Inc. - 2020-09-04

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 Beckley Frederic 2. Issuer Name and Ticker or Trading Symbol Meet Group, Inc. [ MEET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 100 UNION SQUARE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/04/2020 (Street) NEW HOPE, PA18938 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 09/04/2020 D( 1 )( 2 ) 219,149 D $ 6.3 0 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 (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 Performance Rights ( 3 ) 09/04/2020 D 164,050 ( 3 ) ( 3 ) Common Stock 164,050 $ 6.3 0 D Performance Rights ( 3 ) 09/04/2020 D 65,520 ( 3 ) ( 3 ) Common Stock 65,520 $ 6.3 0 D Stock Option (Right to Buy) $ 3.32 09/04/2020 D 130,000 ( 4 ) 01/01/2022 Common Stock 130,000 $ 6.3 0 D Stock Option (Right to Buy) $ 3.09 09/04/2020 D 13,055 ( 4 ) 05/07/2024 Common Stock 13,055 $ 6.3 0 D Stock Option (Right to Buy) $ 1.76 09/04/2020 D 77,291 ( 4 ) 04/17/2025 Common Stock 77,291 $ 6.3 0 D Stock Option (Right to Buy) $ 3.28 09/04/2020 D 79,200 ( 4 ) 04/26/2026 Common Stock 79,200 $ 6.3 0 D Stock Option (Right to Buy) $ 5.18 09/04/2020 D 107,048 ( 4 ) 05/09/2027 Common Stock 107,048 $ 6.3 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beckley Frederic 100 UNION SQUARE DRIVE NEW HOPE, PA18938 General Counsel Signatures /s/ Frederic Beckley 09/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger dated as of March 5, 2020, by and among The Meet Group, Inc., eHarmony Holding, Inc., Holly Merger Sub, Inc. ("Merger Sub"), and, solely for purposes of Section 10.17 thereof, NCG NUCOM GROUP SE (the "Merger Agreement"), pursuant to which Merger Sub merged with and into The Meet Group, Inc., effective as of September 4, 2020 (the "Effective Time"). ( 2 )Pursuant to the Merger Agreement, each restricted stock unit outstanding immediately prior to the Effective Time vested in full and converted into the right to receive an amount in cash equal to $6.30. ( 3 )Pursuant to the Merger Agreement, each performance stock unit outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) $6.30, multiplied by (ii) the total number of shares of common stock subject thereto. The number of underlying shares was determined based on the actual attainment of performance goals through the date immediately preceding the Effective Time. ( 4 )Pursuant to the Merger Agreement each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $6.30 over the applicable option exercise price per share as of the Effective Time, multiplied by (ii) the number of shares of Common Stock issuable upon the exercise of such Company Stock Option.

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).

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