Sec Form 4 Filing - Rad Sean @ Match Group, Inc. - 2017-08-09

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 Rad Sean 2. Issuer Name and Ticker or Trading Symbol Match Group, Inc. [ MTCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O MATCH GROUP, INC., 8750 N. CENTRAL EXPRESSWAY, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2017 (Street) DALLAS, TX75231 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 08/09/2017 X 0 ( 1 ) ( 2 ) A $ 2.17 1,000 I By the Rad Holdings Trust Common stock, par value $0.001 08/09/2017 X 0 ( 1 ) ( 2 ) A $ 2.3 1,000 I By the Rad Holdings Trust Common stock, par value $0.001 08/09/2017 X 0 ( 1 ) ( 2 ) A $ 2.47 1,000 I By the Rad Holdings Trust Common stock, par value $0.001 08/09/2017 X 0 ( 1 ) ( 2 ) A $ 2.63 1,000 I By the Rad Holdings Trust Common stock, par value $0.001 08/09/2017 X 0 ( 1 ) ( 2 ) A $ 2.8 1,000 I By the Rad Holdings Trust

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 (Inst r. 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 Stock Option (right to buy) $ 2.17 08/09/2017 X 5,127,392 07/13/2017( 3 ) 04/22/2023 Common Stock 5,127,392 $ 0 0 D Stock Option (right to buy) $ 2.3 08/09/2017 X 1,439,674 07/13/2017( 3 ) 04/22/2023 Common Stock 1,439,674 $ 0 0 D Stock Option (right to buy) $ 2.47 08/09/2017 X 1,439,674 07/13/2017 04/22/2023 Common Stock 1,439,674 $ 0 0 D Stock Option (right to buy) $ 2.63 08/09/2017 X 1,439,674 07/13/2017( 3 ) 04/22/2023 Common Stock 1,439,674 $ 0 0 D Stock Option (right to buy) $ 2.8 08/09/2017 X 1,439,674 07/13/2017( 3 ) 04/22/2023 Common Stock 1,439,674 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rad Sean C/O MATCH GROUP, INC. 8750 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX75231 Former 10% Owner Signatures /s/ Sean Rad 08/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As 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) ( 2 )(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. ( 3 )100% 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.

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).

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