Sec Form 4 Filing - Diller Barry @ IAC/InterActiveCorp - 2021-05-25

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 Diller Barry 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) Chairman & Senior Executive (Last) (First) (Middle) C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2021 (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 $0.0001 ( 1 ) 05/25/2021 J( 1 ) 172,708 A 172,708 D Common Stock, par value $0.0001 ( 1 ) 05/25/2021 J( 1 ) 136,711 A 136,711 I Through trusts (for the benefit of the reporting person's family)

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 Class B Common Stock, par value $ 0.0001 ( 2 ) $ 0 05/25/2021 J( 2 ) 1,651,011 ( 3 ) ( 3 ) Common Stock, par value $0.0001 1,651,011 $ 0 1,651,011 D Class B Common Stock, par value $0.0001 ( 2 ) $ 0 05/25/2021 J( 2 ) 3,692,435 ( 3 ) ( 3 ) Common Stock, par value $0.0001 3,692,435 $ 0 3,692,435 I Through trusts (for the benefit of members of the reporting person's family) Options to Purchase Common Stock, par value $0.0001 ( 4 ) $ 13.7121 05/25/2021 J( 4 ) 500,000 05/25/2021 03/29/2025 Common Stock, par value $0.0001 500,000 $ 0 500,000 D Options to Purchase Common Stock, par value $0.0001 ( 4 ) $ 17.1397 05/25/2021 J( 4 ) 500,000 05/25/2021 03/29/2025 Common Stock, par value $0.0001 500,000 $ 0 500,000 D Restricted Stock Units ( 5 ) $ 0 05/25/2021 J( 5 ) 361,475 11/05/2025( 6 ) 11/05/2025( 6 ) Common Stock, par value $0.0001 361,475 $ 0 361,475 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Diller Barry C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY10011 X Chairman & Senior Executive Signatures Tanya M. Stanich as Attorney-in-Fact for Barry Diller 05/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of IAC common stock, par value $0.0001, received in respect of shares of IAC common stock, par value $0.001, in connection with a reclassification effected in connection with (and immediately preceding) the spin-off by IAC of Vimeo, Inc. (the "Spin-Off") on May 25, 2021. ( 2 )Reflects shares of IAC Class B common stock, par value $0.0001, received in respect of shares of IAC Class B common stock, par value $0.001, in connection with a reclassification effected in connection with (and immediately preceding) the Spin-Off on May 25, 2021. ( 3 )Shares of IAC Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of IAC common stock at any time and do not have an expiration date. Each share of IAC Class B common stock is entitled to ten votes per share and each share of IAC common stock is entitled to one vote per share. ( 4 )In connection with the Spin-Off, IAC stock options were converted into IAC and Vimeo, Inc. stock options, with adjustments (to maintain pre- and post-Spin-Off values) to, in the case of IAC stock options, the per share exercise prices to reflect the Spin-Off. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off. Reflects IAC stock options, as adjusted on the basis described immediately above. ( 5 )Reflects previously granted IAC restricted stock units with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC common stock underlying such awards, to reflect the Spin-Off. These previously granted awards have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off. ( 6 )Represents restricted stock units that vest in one lump sum installment on November 5, 2025, subject to continued service, and with partial vesting upon certain terminations of employment.

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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