Stein Mark J 4

Accession 0001209191-20-040772

CIK 0000891103other

View on SEC.gov Company Profile

Filed

Jul 1, 8:00 PM ET

Accepted

Jul 2, 8:39 PM ET

Size

31.7 KB

Accession

0001209191-20-040772

Insider Transaction Report

Form 4

Period: 2020-06-30

Match Group, Inc.MTCH

Stein Mark J

EVP & Chief Strategy Officer

Transactions

Disposition to Issuer
Common Stock, par value $0.001
2020-06-30−68,656→ 0 total
Disposition to Issuer
Options to Purchase Common Stock, par value $0.001
2020-06-30−150,000→ 0 total
Exercise: $76.00From: 2018-02-14Exp: 2027-02-14→ Common Stock, par value $0.001 (150,000 underlying)
Disposition to Issuer
Options to Purchase Common Stock, par value $0.001
2020-06-30−100,000→ 0 total
Exercise: $70.88From: 2016-09-17Exp: 2025-09-17→ Common Stock, par value $0.001 (100,000 underlying)
Award
Common Stock, par value $0.001
2020-06-30+148,187→ 148,187 total
Award
Common Stock, par value $0.001
2020-06-30+25,842→ 174,029 total
Disposition to Issuer
Restricted Stock Units
2020-06-30−8,988→ 0 total
From: 2019-02-13Exp: 2024-02-12→ Common Stock, par value $0.001 (8,988 underlying)
Award
Options to Purchase Common Stock, par value $0.001
2020-06-30+323,760→ 323,760 total
Exercise: $12.99From: 2017-02-10Exp: 2026-02-10→ Common Stock, par value $0.001 (323,760 underlying)
Disposition to Issuer
Options to Purchase Common Stock, par value $0.001
2020-06-30−100,000→ 0 total
Exercise: $70.88From: 2016-09-17Exp: 2025-09-17→ Common Stock, par value $0.001 (100,000 underlying)
Award
Options to Purchase Common Stock, par value $0.001
2020-06-30+215,840→ 215,840 total
Exercise: $22.80From: 2016-09-17Exp: 2025-09-17→ Common Stock, par value $0.001 (215,840 underlying)
Award
Options to Purchase Common Stock, par value $0.001
2020-06-30+215,840→ 215,840 total
Exercise: $22.80From: 2016-09-17Exp: 2025-09-17→ Common Stock, par value $0.001 (215,840 underlying)
Disposition to Issuer
Options to Purchase Common Stock, par value $0.001
2020-06-30−150,000→ 0 total
Exercise: $40.37From: 2017-02-10Exp: 2026-02-10→ Common Stock, par value $0.001 (150,000 underlying)
Award
Options to Purchase Common Stock, par value $0.001
2020-06-30+323,760→ 323,760 total
Exercise: $24.45From: 2018-02-14Exp: 2027-02-14→ Common Stock, par value $0.001 (323,760 underlying)

Footnotes (8)

[F1]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.
[F2]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).
[F3]Restricted stock units convert into common stock on a one-for-one basis.
[F4]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.
[F5]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).
[F6]Represents stock options that vested/vest in 4 equal installments on September 17, 2016, 2017, 2018 and 2019, subject to continued service.
[F7]Represents stock options that vested/vest in 4 equal installments on February 10, 2017, 2018, 2019 and 2020, subject to continued service.
[F8]Represents stock options that vested/vest in 4 equal installments on February 14, 2018, 2019, 2020 and 2021, subject to continued service.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Match Group, Inc.

CIK 0000891103

→

Entity typeother

Related Parties

filerCIK 0001295515

Filing Metadata

Form type: 4
Filed: Jul 1, 8:00 PM ET
Accepted: Jul 2, 8:39 PM ET
Size: 31.7 KB

View on SEC.gov