Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1)         Based on 48,433,964 shares of Common Stock outstanding on May 1, 2017.

 

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Introductory Note

 

Gregory R. Blatt (the Reporting Person) serves as a director and as the Chairman and Chief Executive Officer of Match Group, Inc., a Delaware corporation (the Company or the Issuer).  The Report on Schedule 13D relating to the common stock, par value $0.001 per share, of Match Group (Common Stock), initially filed by the Reporting Person with the U.S. Securities and Exchange Commission (the SEC) on November 20, 2016 (the Initial Schedule 13D), is hereby amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this Amendment), which constitutes Amendment No. 1 to the Initial Schedule 13D.  Capitalized terms not defined herein have the meanings given to such terms in the Initial Schedule 13D.

 

In accordance with SEC Rule 13d-3, the ownership percentages for the Reporting Person set forth above do not take into account 209,919,402 shares of the Companys Class B common stock, par value $0.001 per share (the Class B Common Stock), outstanding, all of which are owned by the Companys controlling stockholder, IAC/InterActiveCorp.  Each share of Class B Common Stock is convertible into Common Stock on a one-for-one basis.  Class B Common Stock is not publicly traded.  Except where applicable law requires a separate class vote, the Common Stock and the Class B Common Stock vote together as single class on all matters presented to stockholders for vote or approval, including the election of directors, with each share of Class B Common Stock having ten votes per share and each share of Common Stock having one vote per share.  The 2,992,095 shares of Common Stock beneficially owned by the Reporting Person as of April 28, 2017 represented less than 1% of the combined total voting power of the Companys Common Stock and the Class B Common Stock as of such date.  Assuming the conversion of all outstanding shares of Class B Common Stock into Common Stock, as of April 28, 2017, the Reporting Person beneficially owned approximately 1.1% of the Companys outstanding capital stock. All beneficial ownership percentages in this paragraph are based on 48,433,964 shares of Common Stock and 209,919,402 shares of Class B Common Stock outstanding, in each case, on May 1, 2017.

 

Item 1.  Security and Issuer

 

The information set forth in Item 1 of the Initial Schedule 13D is hereby amended and restated as follows:

 

This Report on Schedule 13D relates to the Common Stock of the Company.  The Companys principal executive offices are located at 8750 North Central Expressway, Suite 1400, Dallas, TX 75231.

 

Item 2.  Identity and Background

 

The information set forth in Item 2(c) of the Initial Schedule 13D is hereby amended and restated as follows:

 

(c)                                  Principal Occupation or Employment: The Reporting Person has been a director of the Company since October 2015, Chairman of the Company since December 2013 and Chairman and Chief Executive Officer of the Company since January 2016.  The Companys principal business address is 8750 North Central Expressway, Suite 1400, Dallas, TX 75231.

 

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Item 3.  Source and Amount of Funds or Other Consideration

 

The information contained in Item 3 of the Initial Schedule 13D is hereby amended and supplemented by adding the following information:

 

As of April 28, 2017, the Reporting Persons beneficial ownership of Common Stock is comprised of 1,059,109 shares of Common Stock and 1,932,986 options to purchase shares of Common Stock, all of which are presently exercisable and are governed by the Match Group, Inc. 2015 Stock and Annual Incentive Plan (the 2015 Plan).

 

The shares of Common Stock were acquired upon the exercise of stock options, and all of the exercisable stock options were, granted in connection with the Reporting Persons service as an officer of the Company. No additional consideration was paid by the Reporting Person in connection with the receipt of such stock options.

 

In addition to the 1,932,986 exercisable stock options described above, the Reporting Person also holds the following options to purchase Common Stock, all of which are governed by the 2015 Plan and none of which are presently exercisable nor scheduled to vest and become exercisable within 60 days of April 28, 2017:

 

·                  stock options (right to purchase) with respect to 481,917 shares of Common Stock, all of which are scheduled to vest on February 11, 2018, subject to continuous service through the vesting date;

 

·                  stock options (right to purchase) with respect to 19,952 shares of Common Stock, all of which are scheduled to vest on February 11, 2018, subject to continuous service through the vesting date; and

 

·                  stock options (right to purchase) with respect to 2,625,000 shares of Common Stock, which are scheduled to vest in three equal installments on November 18, 2017, 2018 and 2019, subject to continuous service through the vesting date.

 

The vesting of 1,312,500 of the 2,625,000 stock options (right to purchase) referred to immediately above was also subject to the satisfaction of a performance condition related to the price of the Companys Common Stock, which condition had been satisfied as of the date of this Amendment.

 

In addition, the information contained in Item 5 of this Amendment is hereby incorporated by reference herein.

 

Item 4.   Purpose of Transaction

 

The information contained in Item 4 of the Initial Schedule 13D is hereby amended and supplemented by adding the following information:

 

The information contained in Item 5 of this Amendment is hereby incorporated by reference herein.

 

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Item 5.   Interest in Securities of the Issuer

 

The information contained in Items 5(a) and (b) of the Initial Schedule 13D is hereby amended and supplemented by adding the following information:

 

(a)                                 On April 28, 2017, the Reporting Person exercised options to acquire: (i) 925,280 shares of Common Stock with an exercise price of $4.11 per share and (ii) 4,124,950 shares of Common Stock with an exercise price of $11.06 per share. In connection with the foregoing stock option exercises, the Company withheld: (x) 2,652,970 shares of Common Stock to cover the payment of the aggregate exercise price and (ii) 1,338,151 shares of Common Stock to cover the payment of the aggregate taxes due in connection with such exercises, with such withheld shares of Common Stock having a fair market value, in all cases, of $18.63 per share.

 

After giving effect to these exercises, the Reporting Person beneficially owns 2,992,095 shares of Common Stock of the Company, comprised of 1,059,109 shares of Common Stock and stock options (right to purchase) with respect to 1,932,986 shares of Common Stock, all of which are presently exercisable. The Reporting Person beneficially owns approximately 5.9% of the Common Stock of the Company, based on 48,433,964 shares of Company Common Stock outstanding on May 1, 2017 and assuming that the shares of Common Stock underlying 1,932,986 stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).  The Reporting Person also holds the stock options set forth in Item 3 of this Amendment.

 

(b)                                 The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, of all 1,059,109 shares of Common Stock referred to above. And upon the exercise of the 1,932,986 stock options that are presently exercisable, the Reporting Person will have the sole power to vote or direct the vote, and to dispose or direct the disposition, of all of the 1,932,986 shares of Common Stock of the Company underlying the stock options.

 

Item 7.  Materials to be Filed as Exhibits

 

10.1		Employment Agreement, dated as of April 27, 2016, by and between Gregory R. Blatt and Match Group, Inc. (incorporated by reference to Exhibit 10.12 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2016).
10.2		Match Group, Inc. 2015 Stock and Annual Incentive Plan (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K, dated November 24, 2015).
10.3		Form of Terms and Conditions for Stock Options granted under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2016).

 

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SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information in this Statement is true, complete and correct.

 

	/s/ Gregory R. Blatt
Dated: May 2, 2017	Gregory R. Blatt

 

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