Sec Form 4 Filing - Dubey Sharmistha @ Match Group Holdings II, LLC - 2020-06-30

Insider filing report for Changes in Beneficial Ownership
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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
Dubey Sharmistha
2. Issuer Name and Ticker or Trading Symbol
Match Group Holdings II, LLC [ MTCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
MATCH GROUP, INC., 8750 N. CENTRAL EXPRESSWAY, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2020
(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 06/30/2020 D 75,120 ( 1 ) D $ 0 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
Restricted Stock Units ( 2 ) 06/30/2020 D 28,885 05/13/2020( 3 ) 05/13/2022( 3 ) Common Stock, par value $0.001 28,885 $ 0 0 D
Restricted Stock Units ( 2 ) 06/30/2020 D 123,411 09/01/2022( 3 ) 09/01/2023( 3 ) Common Stock, par value $0.001 123,411 $ 0 0 D
Restricted Stock Units ( 2 ) 06/30/2020 D 102,605 02/22/2021( 3 ) 02/22/2021( 3 ) Common Stock, par value $0.001 102,605 $ 0 0 D
Restricted Stock Units ( 2 ) 06/30/2020 D 109,416 05/13/2019( 3 ) 02/06/2022( 3 ) Common Stock, par value $0.001 109,416 $ 0 0 D
Options to Purchase Common Stock, par value $0.001 $ 17.0366 06/30/2020 D 45,968 02/09/2018( 4 ) 02/09/2027 Common Stock, par value $0.001 45,968 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dubey Sharmistha
MATCH GROUP, INC.
8750 N. CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TX75231
X Chief Executive Officer
Signatures
Francisco J. Villamar as Attorney-in-Fact for Sharmistha Dubey 07/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of for 75,120 shares of Class M common stock of IAC/InteractiveCorp ("IAC"), pursuant to the terms of the transaction agreement, dated as of December 19, 2019 (as amended, the "Transaction Agreement"), by and among the Issuer, IAC, IAC Holdings, Inc., a direct wholly owned subsidiary of IAC, and Valentine Merger Sub LLC, an indirect wholly owned subsidiary of IAC.
( 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 IAC corresponding to shares of IAC Class M common stock (which was subsequently renamed Match Group, Inc. common stock), on the same terms and conditions (including applicable vesting requirements) as applied to such restricted stock units immediately prior to the Match Merger Effective Time (as defined in the Transaction Agreement), with equitable adjustments to the number of shares of IAC Class M common stock covered by the restricted stock units.
( 4 )Pursuant to the terms of the Transaction Agreement, the options were assumed by IAC on the same terms and conditions (including applicable vesting requirements) as applied to such options immediately prior to the Match Merger Effective Time (as defined in the Transaction Agreement), with equitable adjustments to the number of shares of IAC Class M common stock covered by the options and the applicable exercise price.

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