Filing Details

Accession Number:
0001104659-17-046541
Form Type:
13G Filing
Publication Date:
2017-07-24 16:50:26
Filed By:
Mateen Justin
Company:
Match Group Holdings Ii (Old) (NASDAQ:MTCH)
Filing Date:
2017-07-24
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Justin Mateen 11,180,547 0 11,180,547 0 11,180,547 18.8%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Match Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

57665R106

(CUSIP Number)

July 13, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 


 

CUSIP No.  57665R106

13G

 

 

 

1.

Names of Reporting Persons
Justin Mateen

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
11,180,547 (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
11,180,547 (1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,180,547 (1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
18.8% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)                   The aggregate number includes 11,180,297 stock options, all of which are presently exercisable.  These stock options may be settled (i) at the election of Match Group, Inc., a Delaware corporation (the Issuer), in shares of common stock, par value $0.001 per share (the Common Stock), of the Issuer 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 outstanding Common Stock, Class B Common Stock, par value $0.001 per share, of Match, and Class C Common Stock, par value $0.001 per share, of Match) shares of common stock, par value $0.001 per share, of IAC, if Justin Mateen (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.  These stock options resulted from the merger of Tinder, Inc., a Delaware corporation, with and into the Issuer on July 13, 2017, and the reported number of options was provided to the Reporting Person by the Issuer.

 

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

 

2


 

CUSIP No.  57665R106

13G

 

 

Item 1.

 

(a)

Name of Issuer
Match Group, Inc., a Delaware corporation.

 

(b)

Address of Issuers Principal Executive Offices
8750 North Central Expressway, Suite 1400, Dallas, Texas 75231.

 

Item 2.

 

(a)

Name of Person Filing
This Schedule 13G is being filed by the Reporting Person, with respect to shares of Common Stock of the Issuer that may be deemed to be beneficially owned by the Reporting Person.

 

(b)

Address of  the Principal Office or, if none, Residence
3750 Las Vegas Blvd., S #2805, Las Vegas, Nevada, 89158.

 

(c)

Citizenship
United States of America.

 

(d)

Title of Class of Securities
Common Stock, $0.001 par value per share.

 

(e)

CUSIP Number
57665R106

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3


 

CUSIP No.  57665R106

13G

 

 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:   

11,180,547 (1)

 

(b)

Percent of class:   

18.8% (2)

 

(c)

Number of shares as to which the Reporting person has:

 

 

 

a.

Sole power to vote or to direct the vote:   

11,180,547 (1)

 

 

b.

Shared power to vote or to direct the vote:    

0

 

 

c.

Sole power to dispose or direct the disposition of:   

11,180,547 (1)

 

 

d.

Shared power to dispose or direct the disposition:   

0

 


 

(1)

The aggregate number consists of stock options for the purchase of 11,180,297 shares of Common Stock, all of which are presently exercisable, and 250 shares of Common Stock.

 

(2)

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

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a11.

 

[Signatures on Following Page]

 

4


 

CUSIP No. 57665R106

13G

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: July 24, 2017

By:

/s/ Justin Mateen

 

Name:

Justin Mateen

 

5