Sec Form 4 Filing - LEVIN JOSEPH @ 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 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) 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 ) 3,088,181 A 3,088,181 ( 2 ) D Common Stock, par value $0.0001 ( 1 ) 05/25/2021 J( 1 ) 199,433 A 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 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 Options to Purc hase Common Stock, par value $0.0001 ( 3 ) $ 13.4784 05/25/2021 J( 3 ) 100,000 05/25/2021 08/01/2024 Common Stock, par value $0.0001 100,000 $ 0 100,000 D Options to Purchase Common Stock, par value $0.0001 ( 3 ) $ 15.7064 05/25/2021 J( 3 ) 400,000 05/25/2021 06/24/2025 Common Stock, par value $0.0001 400,000 $ 0 400,000 D Options to Purchase Common Stock, par value $0.0001 ( 3 ) $ 8.207 05/25/2021 J( 3 ) 200,000 05/25/2021 02/10/2026 Common Stock, par value $0.0001 200,000 $ 0 200,000 D Options to Purchase Common Stock, par value $0.0001 ( 3 ) $ 15.4503 05/25/2021 J( 3 ) 300,000 05/25/2021 02/14/2027 Common Stock, par value $0.0001 300,000 $ 0 300,000 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 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") pre-market on May 25, 2021. ( 2 )Includes:(i) 88,181 shares of IAC common stock held directly by Mr. Levin and (ii) 3,000,000 restricted shares of IAC common stock. The shares of restricted stock cliff vest on the ten-year anniversary of the grant date (November 5, 2020), subject to Mr. Levin's continued employment through the vesting date and the satisfaction of applicable stock price performance goals (as amended to reflect the Spin-Off). Some or all of the shares of restricted stock may vest earlier 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 has the right to vote the shares of restricted stock during the restricted period and is entitled to receive ordinary cash dividends on such shares during the restricted period, but only to the extent that the applicable stock price performance goals have been met as of the dividend record date. ( 3 )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.

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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