Sec Form 4 Filing - LEVIN JOSEPH @ IAC/InterActiveCorp - 2020-11-30

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 LEVIN JOSEPH 2. Issuer Name and Ticker or Trading Symbol IAC/InterActiveCorp [ IAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2020 (Street) NEW YORK, NY10011 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 ( 1 ) 11/30/2020 M( 1 ) 112,500 A $ 13.9885 3,112,500 D Common Stock, par value $0.001 ( 2 ) 11/30/2020 F( 2 ) 59,261 D $ 141.99 3,053,239 D Common Stock, par value $0.001 ( 1 ) 11/30/2020 M( 1 ) 100,000 A $ 18.3335 3,153,239 D Common Stock, par value $0.001 ( 2 ) 11/30/2020 F( 2 ) 65,058 D $ 141.99 3,088,181 ( 3 ) D Common Stock, par value $0.001 199,433 I Held through grantor retained annuity 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 Acqui red (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 Options to Purchase Common Stock, par value $0.001 ( 4 ) $ 13.9885 11/30/2020 M 112,500 06/30/2020( 4 ) 02/02/2022( 4 ) Common Stock, par value $0.001 112,500 $ 0 0 D Options to Purchase Common Stock, par value $0.001 ( 4 ) $ 18.3335 11/30/2020 M 100,000 06/30/2020( 4 ) 02/02/2022( 4 ) Common Stock, par value $0.001 100,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVIN JOSEPH C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY10011 X CEO Signatures Tanya Stanich as Attorney-in-Fact for Joseph Levin 12/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of IAC common stock acquired upon the exercise of stock options. ( 2 )Represents shares of IAC common stock withheld to cover exercise price and tax obligations. ( 3 )Represents: (i) 88,181 shares of IAC common stock acquired upon the exercise of IAC stock options and (ii) 3,000,000 restricted shares of IAC common stock awarded to Mr. Levin in connection with Mr. Levin's entry into that certain Restricted Stock Agreement, dated as of November 5, 2020, with IAC. The restricted stock award will cliff vest on the ten-year anniversary of the grant date, subject to Mr. Levin's continued employment through the vesting date and the satisfaction of applicable stock price performance goals. Some or all of the shares of IAC common stock covered by the award may vest earlier than the ten-year anniversary upon a qualifying termination of employment or an election to measure performance on an earlier date beginning on the sixth anniversary of the grant date. Mr. Levin will have the right to vote such shares of IAC common stock during the restricted period and will be entitled to receive ordinary cash dividends on the shares during the restricted period onl ( 4 )Represents vested stock options.

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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