Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-040777
Date:2020-06-30
Issuer: MATCH GROUP HOLDINGS II, LLC (MTCH)
Original Submission Date:

Reporting Person:

EIGENMANN PHILIP D
MATCH GROUP, INC.
8750 N. CENTRAL EXPRESSWAY, SUITE 1400 DALLAS, TX 75231

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2020-06-30 deemed execution date D 3,585 (d) 2022-02-18 2023-02-18 common stock, par value $0.001 3,585 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2020-06-30 deemed execution date D 4,326 (d) 2022-02-14 2022-02-14 common stock, par value $0.001 4,326 $0.00 0 direct
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 17.0366 2020-06-30 deemed execution date D 21,539 (d) 2018-02-09 2027-02-09 common stock, par value $0.001 21,539 $17.04 0 direct
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 25.6024 2020-06-30 deemed execution date D 31,521 (d) 2018-11-07 2027-11-07 common stock, par value $0.001 31,521 $25.60 0 direct
Footnotes
IDfootnote
f1 restricted stock units convert into common stock on a one-for-one basis.
f2 pursuant to the terms of the transaction agreement, dated as of december 19, 2019 (as amended, the "transaction agreement"), by and among the issuer, iac, iac holdings, inc., a direct wholly owned subsidiary of iac, and valentine merger sub llc, an indirect wholly owned subsidiary of iac, the restricted stock units automatically converted into restricted stock units of iac corresponding to shares of iac class m common stock (which was subsequently renamed match group, inc. common stock), on the same terms and conditions (including applicable vesting requirements) as applied to such restricted stock units immediately prior to the match merger effective time (as defined in the transaction agreement), with equitable adjustments to the number of shares of iac class m common stock covered by the restricted stock units.
f3 pursuant to the terms of the transaction agreement, the options were assumed by iac on the same terms and conditions (including applicable vesting requirements) as applied to such options immediately prior to the match merger effective time (as defined in the transaction agreement), with equitable adjustments to the number of shares of iac class m common stock covered by the options and the applicable exercise price.
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