Sec Form 4 Filing - Sine Jared F. @ Match Group Holdings II, LLC - 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 Sine Jared F. 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal 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 35,000 ( 1 ) D $ 0 0 I By Sine Family 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 (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 32,594 02/18/2022( 3 ) 02/18/2023( 3 ) Common Stock, par value $0.001 32, 594 $ 0 0 D Restricted Stock Units ( 2 ) 06/30/2020 D 25,651 02/22/2021( 3 ) 02/22/2021( 3 ) Common Stock, par value $0.001 25,651 $ 0 0 D Restricted Stock Units ( 2 ) 06/30/2020 D 25,960 02/14/2022( 3 ) 02/14/2022( 3 ) Common Stock, par value $0.001 25,960 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 17.0366 06/30/2020 D 26,267 02/09/2018( 4 ) 02/09/2027 Common Stock, par value $0.001 26,267 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 14.2669 06/30/2020 D 65,668 07/05/2017( 4 ) 07/05/2026 Common Stock, par value $0.001 65,668 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sine Jared F. MATCH GROUP, INC. 8750 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX75231 Chief Legal Officer Signatures Francisco J. Villamar as Attorney-in-Fact for Jared F. Sine 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of for 35,000 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.

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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