Sec Form 4 Filing - Schwerdtman Michael H @ Match Group, Inc. - 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 Schwerdtman Michael H 2. Issuer Name and Ticker or Trading Symbol Match Group, Inc. [ MTCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP and Controller (CAO) (Last) (First) (Middle) C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2020 (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 06/30/2020 D 2,281 ( 1 ) D $ 0 ( 1 ) 0 D Common Stock, par value $0.001 06/30/2020 A 4,923 ( 1 ) A $ 0 ( 1 ) 4,923 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 2,500 ( 3 ) 02/01/2019 02/01/2022 Common Stock, par value $0.001 2,500 $ 0 0 D Restricted Stock Units ( 2 ) 06/30/2020 D 2,247 ( 3 ) 02/12/2022 02/12/2022 Common Stock, par value $0.001 2,247 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 76 06/30/2020 D 7,500 ( 4 ) 02/14/2018 02/14/2021 Common Stock, par value $0.001 7,500 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 24.4523 06/30/2020 A 16,188 ( 4 ) 02/14/2018( 5 ) 02/14/2021( 5 ) Common Stock, par value $0.001 16,188 $ 0 16,188 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwerdtman Michael H C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY10011 SVP and Controller (CAO) Signatures Tanya M. Stanich as Attorney-in-Fact for Michael H. Schwerdtman 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the transaction agreement, dated as of December 19, 2019 (as amended, the "Transaction Agreement"), by and among the Issuer, Match Group, Inc., IAC Holdings, Inc. ("New IAC"), a direct wholly owned subsidiary of the Issuer, and Valentine Merger Sub LLC, an indirect wholly owned subsidiary of the Issuer, the shares of common stock automatically converted into (i) shares of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock) based on the Reclassification Exchange Ratio (as calculated pursuant to the Transaction Agreement) and (ii) shares of New IAC common stock, on a one-for-one basis. ( 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 New IAC corresponding to shares of New IAC's common stock, on a basis that preserves the fair market value of such awards immediately before and immediately after the conversion. ( 4 )Pursuant to the terms of the Transaction Agreement, each option automatically converted into (i) an option to purchase shares of common stock of New IAC and (ii) an option to purchase shares of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock), each in a manner that preserved the spread value of the options immediately before and immediately after the adjustment, with the allocation between the two options based on the value of a share of New IAC common stock relative to the value of a share of the Issuer's common stock multiplied by the Reclassification Exchange Ratio (as calculated pursuant to the Transaction Agreement). ( 5 )Represents stock options that vested/vest in 4 equal installments on February 14, 2018, 2019, 2020 and 2021, subject to continued service.

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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