New User? Sign Up | Sign In

Sec Form 4 Filing - Swidler Gary @ Match Group Holdings II LLC - 2020-06-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

Enter Stock Symbol or Cik: Cik Lookup...

Search By Company or Insider Name:
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Email a friend >>...

SPAC List: List of Special Purpose Acquisition Companies


The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
Swidler Gary
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)
COO and CFO
(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 139,118 ( 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 51,921 02/14/2021( 3 ) 02/14/2022( 3 ) Common Stock, par value $0.001 51,921 $ 0 0 D
Restricted Stock Units ( 2 ) 06/30/2020 D 78,983 02/18/2022( 3 ) 02/18/2023( 3 ) Common Stock, par value $0.001 78,983 $ 0 0 D
Options to Purchase Common Stock, par value $0.001 $ 14.6952 06/30/2020 D 126,591 09/08/2016( 4 ) 09/17/2025 Common Stock, par value $0.001 126,591 $ 0 0 D
Options to Purchase Common Stock, par value $0.001 $ 17.0366 06/30/2020 D 99,216 02/09/2018( 4 ) 02/09/2027 Common Stock, par value $0.001 99,216 $ 0 0 D
Options to Purchase Common Stock, par value $0.001 $ 38.9842 06/30/2020 D 105,068 02/22/2021( 4 ) 02/22/2028 Common Stock, par value $0.001 105,068 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swidler Gary
MATCH GROUP, INC.
8750 N. CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TX75231
COO and CFO
Signatures
Francisco J. Villamar as Attorney-in-Fact for Gary Swidler 07/02/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of for 139,118 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.