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Form 4 Meet Group, Inc. For: Jun 13 Filed by: Cook Geoffrey

June 15, 2018 5:28 PM
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 *
Cook Geoffrey
(Last) (First) (Middle)
100 UNION SQUARE DRIVE
(Street)
NEW HOPE PA 18938
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Meet Group, Inc. [ MEET ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2018
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 (1) 06/13/2018 A 163,000 A $ 0 1,306,562 D
Common Stock (2) 06/14/2018 S 100,000 D $ 4.1672 (3) 1,206,562 D
Common Stock (2) 06/14/2018 S 80,391 D $ 4.1598 (4) 1,126,171 D
Common Stock (2) 06/15/2018 S 69,609 D $ 4.1738 (5) 1,056,562 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
Explanation of Responses:
1. Mr. Cook received a restricted stock award of 163,000 shares of the Company's common stock. One-third of the restrictions on the restricted stock will lapse on each of the first, second and third anniversaries of the grant date, subject to Mr. Cook's continuing employment with the Company.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, which was adopted on November 21, 2017 for estate planning and diversification purposes. There will be no additional sales under Mr. Cook's 10b5-1 trading plan, and Mr. Cook has no other sales planned for 2018, other than to cover income tax obligations associated with the vesting of shares of restricted common stock. After the sales reported in this Form 4, Mr. Cook retains approximately 90.4% of his current holdings (including stock options exercisable within 60 days of the date hereof). The reporting person undertakes to provide The Meet Group, Inc., any security holder of The Meet Group, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes included in this Form 4.
3. Represents the weighted average sale price for total shares sold by the reporting person, including a range of prices from $4.0900 to $4.2400.
4. Represents the weighted average sale price for total shares sold by the reporting person, including a range of prices from $4.1350 to $4.2100.
5. Represents the weighted average sale price for total shares sold by the reporting person, including a range of prices from $4.1050 to $4.3000.
/s/ Geoffrey Cook 06/15/2018
** 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.
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.

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