Sec Form 4 Filing - LEVIN JOSEPH @ 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

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 LEVIN JOSEPH 2. Issuer Name and Ticker or Trading Symbol Match Group, Inc. [ MTCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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 130,627 ( 1 ) D $ 0 ( 1 ) 0 D Common Stock, par value $0.001 06/30/2020 A 281,945 ( 1 ) A $ 0 ( 1 ) 281,945 D Common Stock, par value $0.001 06/30/2020 A 51,685 ( 2 ) A $ 0 ( 2 ) 333,630 D

431,680 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 ( 3 ) 06/30/2020 D 44,943 ( 4 ) 02/13/2019 02/12/2024 Common Stock, par value $0.001 44,943 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 45.78 06/30/2020 D 112,500 ( 5 ) 02/02/2013 02/02/2022 Common Stock, par value $0.001 112,500 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 14.7293 06/30/2020 A 242,820 ( 5 ) ( 6 ) 02/02/2013( 7 ) 02/02/2022( 7 ) Common Stock, par value $0.001 242,820 $ 0 242,820 D Options to Purchase Common Stock, par value $0.001 $ 60 06/30/2020 D 100,000 ( 5 ) 02/02/2013 02/02/2022 Common Stock, par value $0.001 100,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 19.3044 06/30/2020 A 215,840 ( 5 ) ( 6 ) 02/02/2013( 7 ) 02/02/2022( 7 ) Common Stock, par value $0.001 215,840 $ 0 215,840 D Options to Purchase Common Stock, par value $0.001 $ 66.3 06/30/2020 D 100,000 ( 5 ) 07/29/2015 08/01/2024 Common Stock, par value $0.001 100,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 21.3314 06/30/2020 A 215,840 ( 5 ) 07/29/2015( 7 )( 8 ) 08/01/2024( 8 ) Common Stock, par value $0.001 215,840 $ 0 215,840 D Options to Purchase Common Stock, par value $0.001 $ 77.26 06/30/2020 D 200,000 ( 5 ) 06/24/2016 06/24/2025 Common Stock, par value $0.001 200,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 24.8577 06/30/2020 A 431,680 ( 5 ) 06/24/2016( 9 ) 06/24/2025( 9 ) Common Stock, par value $0.001 431,680 $ 0 431,680 D Options to Purchase Common Stock, par value $0.001 $ 77.26 06/30/2020 D 200,000 ( 5 ) 06/24/2016 06/24/2025 Common Stock, par value $0.001 200,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 24.8577 06/30/2020 A 431,680 ( 5 ) 06/24/2016( 9 ) 06/24/2025( 9 ) Common Stock, par value $0.001 $ 0 431,680 D Options to Purchase Common Stock, par value $0.001 $ 40.37 06/30/2020 D 200,000 ( 5 ) 02/10/2017 02/10/2026 Common Stock, par value $0.001 200,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 12.9887 06/30/2020 A 431,680 ( 5 ) 02/10/2017( 10 ) 02/10/2026( 10 ) Common Stock, par value $0.001 431,680 $ 0 431,680 D Options to Purchase Common Stock, par value $0.001 $ 76 06/30/2020 D 300,000 ( 5 ) 02/14/2018 02/14/2027 Common Stock, par value $0.001 300,000 $ 0 0 D Options to Purchase Common Stock, par value $0.001 $ 24.4523 06/30/2020 A 647,520 ( 5 ) 02/14/2018( 11 ) 02/14/2027( 11 ) Common Stock, par value $0.001 647,520 $ 0 647,520 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 Signatures Francisco J. Villamar as Attorney-in-Fact for Joseph Levin 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 )Pursuant to the terms of the Transaction Agreement, shares of pre-separation Match Group, Inc. automatically converted into (i) 1 share of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock) and (ii) at the holder's election, either (a) $3.00 per share in cash or (b) 0.0337 of a share of the Issuer's Class M common stock (which was subsequently renamed Match Group, Inc. common stock). ( 3 )Restricted stock units convert into common stock on a one-for-one basis. ( 4 )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. ( 5 )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). ( 6 )The reporting person has entered into a Rule 10b5-1 trading plan pursuant to which it is expected that some or all of these options, which otherwise expire within the following six quarters, will be exercised, and the shares of common stock acquired from such exercises will be sold, during the third quarter of 2020, subject to certain conditions. ( 7 )Represents stock options that vested/vest in 4 equal installments on February 2, 2013, 2014, 2015 and 2016, subject to continued service. ( 8 )Represents stock options that vested/vest in 4 equal installments on July 29, 2015, 2016, 2017 and 2018, subject to continued service. ( 9 )Represents stock options that vested/vest in 4 equal installments on June 24, 2016, 2017, 2018 and 2019, subject to continued service. ( 10 )Represents stock options that vested/vest in 4 equal installments on February 10, 2017, 2018, 2019 and 2020, subject to continued service. ( 11 )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).

** 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.