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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Rad Sean (Last) (First) (Middle) C/O MATCH GROUP, INC. 8750 N. CENTRAL EXPRESSWAY, SUITE 1400 (Street) DALLAS TX 75231 (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) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 08/09/2017
	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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.001	08/09/2017		X		0(1)(2)	A	$2.17	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001	08/09/2017		X		0(1)(2)	A	$2.3	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001	08/09/2017		X		0(1)(2)	A	$2.47	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001	08/09/2017		X		0(1)(2)	A	$2.63	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001	08/09/2017		X		0(1)(2)	A	$2.8	1,000	I	By the Rad Holdings 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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$2.17	08/09/2017		X			5,127,392	07/13/2017(3)	04/22/2023	Common Stock	5,127,392	$0	0	D
Stock Option (right to buy)	$2.3	08/09/2017		X			1,439,674	07/13/2017(3)	04/22/2023	Common Stock	1,439,674	$0	0	D
Stock Option (right to buy)	$2.47	08/09/2017		X			1,439,674	07/13/2017	04/22/2023	Common Stock	1,439,674	$0	0	D
Stock Option (right to buy)	$2.63	08/09/2017		X			1,439,674	07/13/2017(3)	04/22/2023	Common Stock	1,439,674	$0	0	D
Stock Option (right to buy)	$2.8	08/09/2017		X			1,439,674	07/13/2017(3)	04/22/2023	Common Stock	1,439,674	$0	0	D

Explanation of Responses:

1. As disclosed in Table II, the Reporting Person exercised stock options in respect of shares of common stock, par value $0.001 per share, of the Issuer ("Match Common Stock"). Such stock options, as reported in footnote 3, may be settled at the election of the Issuer in shares of Match Common Stock or (until such time as IAC/InterActiveCorp, a Delaware corporation ("IAC"), ceases to own shares representing a majority of the combined voting power of the Issuer's outstanding Match Common Stock, Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), and Class C Common Stock, par value $0.001 per share ("Class C Common Stock")) shares of common stock, par value $0.001 per share, of IAC ("IAC Common Stock"), if the Reporting Person elects to "net settle" such options by having shares withheld to cover the exercise price and any applicable withholding taxes. (continued in footnote 2)

2. (continued from footnote 1) The Reporting Person elected "net settlement" with respect to the exercised stock options described in Table II, and the Issuer elected to effectuate such settlement in shares of IAC Common Stock. The Issuer delivered 816,805 shares of IAC Common Stock to the Reporting Person after withholding shares in respect of the aggregate exercise price and applicable tax withholding. In addition, the Issuer paid the Reporting Person $82.55 in cash in lieu of issuing a fractional share. The foregoing settlement was based on the closing price of a share of IAC Common Stock on August 9, 2017, which was $105.28. The Reporting Person did not acquire any shares of Match Common Stock as a result of the exercise of stock options disclosed in Table II.

3. 100% of the shares subject to the options were vested as of July 13, 2017. The options may be settled (i) at the election of the Issuer, in shares of Match Common Stock or (until such time as IAC ceases to own shares representing a majority of the combined voting power of the Issuer's outstanding Match Common Stock, Class B Common Stock, and Class C Common Stock) shares of IAC Common Stock, if the Reporting Person elects to "net settle" such options by having shares withheld to cover the exercise price and any applicable withholding taxes, or (ii) in shares of Match Common Stock, if the Reporting Person elects to pay the exercise price and any applicable withholding taxes in cash.

	/s/ Sean Rad	08/10/2017
	** 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).
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