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Form 4 Match Group, Inc. For: Oct 21 Filed by: LEVIN JOSEPH

October 25, 2021 6:18 PM EDT
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 *
LEVIN JOSEPH
(Last) (First) (Middle)
C/O IAC/INTERACTIVECORP
555 WEST 18TH STREET
(Street)
NEW YORK NY 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2021
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 10/21/2021   M   71,534 A $ 24.8577 107,009 (1) D  
Common Stock, par value $0.001 10/21/2021   M   91,686 A $ 24.8577 198,695 (2) D  
Common Stock, par value $0.001 10/21/2021   S (3)   1,430 D $ 166.6308 (4) 197,265 (5) D  
Common Stock, par value $0.001 10/21/2021   S (3)   1,900 D $ 167.8201 (6) 195,365 (7) D  
Common Stock, par value $0.001 10/21/2021   S (3)   1,000 D $ 168.4885 (8) 194,365 (9) D  
Common Stock, par value $0.001 10/21/2021   S (3)   2,200 D $ 169.8307 (10) 192,165 (11) D  
Common Stock, par value $0.001 10/21/2021   S (3)   1,800 D $ 170.8689 (12) 190,365 (13) D  
Common Stock, par value $0.001 10/21/2021   S (3)   600 D $ 171.8217 (14) 189,765 (15) D  
Common Stock, par value $0.001 10/21/2021   S (3)   7,131 D $ 173.0528 (16) 182,634 (17) D  
Common Stock, par value $0.001 10/21/2021   S (3)   34,893 D $ 173.9184 (18) 147,741 (19) D  
Common Stock, par value $0.001 10/21/2021   S (3)   92,328 D $ 175.024 (20) 55,413 (21) D  
Common Stock, par value $0.001 10/21/2021   S (3)   4,535 D $ 175.9608 (22) 50,878 (23) D  
Common Stock, par value $0.001 10/21/2021   S (3)   4,001 D $ 176.7837 (24) 46,877 (25) D  
Common Stock, par value $0.001 10/21/2021   S (3)   1,994 D $ 177.7763 (26) 44,883 (27) D  
Common Stock, par value $0.001 10/21/2021   S (3)   5,959 D $ 179.0788 (28) 38,924 (29) D  
Common Stock, par value $0.001 10/21/2021   S (3)   3,149 D $ 179.8429 (30) 35,775 (31) D  
Common Stock, par value $0.001 10/21/2021   S (3)   300 D $ 181.0867 (32) 35,475 (33) D  
Common Stock, par value $0.001 10/23/2021   M   693 A (34) 36,168 (35) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock, par value $0.001 $ 24.8577 10/21/2021   M     71,534 06/24/2016 (36) 06/24/2025 Common Stock, par value $0.001 71,534.00 $ 0 0 D  
Options to Purchase Common Stock, par value $0.001 $ 24.8577 10/21/2021   M     91,686 06/24/2016 (36) 06/25/2025 Common Stock, par value $0.001 91,686.00 $ 0 339,994 D  
Restricted Stock Units (34) 10/23/2021   M     693 10/23/2021 (37) 10/23/2023 (37) Common Stock, par value $0.001 693.00 $ 0 1,385 D  
Explanation of Responses:
1. Includes (i) 106,534 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
2. Includes (i) 198,220 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
3. Reflects the sale of shares of Match Group common stock effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
4. Reflects a weighted average of sales made at prices ranging from $166.05 to $167.01. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
5. Includes (i) 196,790 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
6. Reflects a weighted average of sales made at prices ranging from $167.16 to $168.15. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
7. Includes (i) 194,890 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
8. Reflects a weighted average of sales made at prices ranging from $168.175 to $168.775. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
9. Includes (i) 193,890 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
10. Reflects a weighted average of sales made at prices ranging from $169.325 to $170.27. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
11. Includes (i) 191,690 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
12. Reflects a weighted average of sales made at prices ranging from $170.36 to $171.27. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
13. Includes (i) 189,890 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
14. Reflects a weighted average of sales made at prices ranging from $171.37 to $172.36. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
15. Includes (i) 189,290 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
16. Reflects a weighted average of sales made at prices ranging from $172.39 to $173.38. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
17. Includes (i) 182,159 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
18. Reflects a weighted average of sales made at prices ranging from $173.39 to $174.38. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
19. Includes (i) 147,266 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
20. Reflects a weighted average of sales made at prices ranging from $174.39 to $175.38. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
21. Includes (i) 54,938 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
22. Reflects a weighted average of sales made at prices ranging from $175.43 to $176.425. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
23. Includes (i) 50,403 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
24. Reflects a weighted average of sales made at prices ranging from $176.45 to $177.35. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
25. Includes (i) 46,402 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
26. Reflects a weighted average of sales made at prices ranging from $177.48 to $178.43. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
27. Includes (i) 44,408 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
28. Reflects a weighted average of sales made at prices ranging from $178.535 to $179.53. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
29. Includes (i) 38,449 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
30. Reflects a weighted average of sales made at prices ranging from $179.54 to $180.46. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
31. Includes (i) 35,300 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
32. Reflects a weighted average of sales made at prices ranging from $180.735 to $181.27. The reporting person agrees to provide, upon request by the Staff of the Securities and Exchange Commission, Match Group, Inc. or a security holder of Match Group, Inc., information regarding the number of shares sold at each separate price.
33. Includes (i) 35,000 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
34. Restricted stock units convert into common stock on a one-for-one basis.
35. Includes (i) 35,693 shares of common stock and (ii) 475 share units (rounded to the nearest whole number) accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors as of the date of this report.
36. Represents stock options that vested in four equal installments on June 24, 2016, 2017, 2018, and 2019.
37. Represents restricted stock units that vested/vest in three equal installments on each of October 23, 2021, 2022 and 2023, subject to continued service.
Francisco J. Villamar as Attorney-in-Fact for Joseph Levin 10/25/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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