SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BLATT GREGORY R

(Last)

(First)

(Middle)

MATCH GROUP, INC.C/O IAC/INTERACTIVECORP

555 WEST 18TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	04/28/2017		M		925,280	A	$4.11	925,280	D
Common Stock, par value $0.001	04/28/2017		M		4,124,950	A	$11.06	5,050,230	D
Common Stock, par value $0.001	04/28/2017		F⁽¹⁾		3,991,121	D	$18.63	1,059,109	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Common Stock, par value $0.001	$4.11	04/28/2017		M			925,280	11/18/2015	02/16/2020	Common Stock, par value $0.001	925,280	$0	0	D
Options to Purchase Common Stock, par value $0.001	$11.06	04/28/2017		M			4,124,950	11/18/2015	05/02/2023	Common Stock, par value $0.001	4,124,950	$0	54,250	D
Options to Purchase Common Stock, par value $0.001	$13.97							02/11/2017⁽²⁾	02/11/2025	Common Stock, par value $0.001	1,445,750⁽²⁾		1,445,750⁽²⁾	D
Options to Purchase Common Stock, par value $0.001	$13.97							02/11/2017⁽³⁾	02/11/2025	Common Stock, par value $0.001	59,855⁽³⁾		59,855⁽³⁾	D
Options to Purchase Common Stock, par value $0.001	$12							11/18/2016⁽⁴⁾	11/18/2025	Common Stock, par value $0.001	3,500,000⁽⁴⁾		3,500,000⁽⁴⁾	D

Explanation of Responses:

1. Represents (i) 2,652,970 shares of Match Group Common Stock withheld to cover the payment of the exercise price and (ii) 1,338,151 shares of Match Group Common Stock withheld for payment of taxes due, in each case, in connection with the exercise of stock options.

2. Represents 1,445,750 stock options held by the reporting person as of the date of this report, 963,833 of which are vested and 481,917 of which vest on February 11, 2018, subject to continued service.

3. Represents 59,855 stock options held by the reporting person as of the date of this report, 39,903 of which are vested and 19,952 of which vest on February 11, 2018, subject to continued service.

4. Represents 3,500,000 stock options held by the reporting person as of the date of this report, 875,000 of which are vested and the balance of which vest in three equal installments on November 18, 2017, 2018 and 2019, subject to continued service. The vesting of 1,750,000 of these stock options was also subject to satisfaction of a performance condition related to the price of Match Group Common Stock, which condition had been satisfied as of the date of this report.

	Tanya M. Stanich as Attorney-in Fact for Gregory R. Blatt	05/02/2017
	** Signature of Reporting Person	Date
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).
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