SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mateen Justin

(Last)

(First)

(Middle)

C/O WILSON SONSINI GOODRICH & ROSATI

633 W 5TH ST., SUITE 1550

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2017

3. Issuer Name and Ticker or Trading Symbol
Match Group, Inc. [ MTCH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001	250	I	By the Justin Mateen Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	476,159	$0.06	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	101,623	$0.27	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	101,623	$0.54	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	101,623	$0.8	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	101,623	$1.07	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	158,719	$1.58	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	33,874	$1.74	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	33,874	$1.94	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	33,874	$2.14	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	33,874	$2.34	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	5,396,479	$2.8	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	1,151,738	$2.9	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	1,151,738	$3.04	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	1,151,738	$3.18	D
Stock Option (right to buy)	07/13/2017⁽¹⁾	08/12/2017	Common Stock	1,151,738	$3.32	D

Explanation of Responses:

1. 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 its common stock, par value $0.001 per share (the "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 Common Stock, Class B Common Stock, par value $0.001 per share, and Class C Common Stock, par value $0.001 per share) shares of common stock, par value $0.001 per share, of IAC, 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 Common Stock, if the Reporting Person elects to pay the exercise price and any applicable withholding taxes in cash.

Remarks:

	/s/ Justin Mateen	07/24/2017
	** 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 5 (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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