MATCH GROUP, INC. (NASDAQ:MTCH) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
Unregistered Sales of Equity Securities.
Under the terms of the Employee Matters Agreement dated as of November 24, 2015, by and between IAC/InterActiveCorp (“IAC”) and Match Group, Inc. (the “Company”), as amended effective as of April 13, 2016 (the “Employee Matters Agreement”), IAC may cause certain equity awards of the Company to be settled in shares of IAC common stock, par value $0.001 (“IAC Common Stock”) and cause the Company to reimburse IAC for the cost of such shares of IAC Common Stock by issuing shares of Company common stock, par value $0.001 (“Company Common Stock”) to IAC. The Employee Matters Agreement also provides that the Company will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees and that IAC may elect to receive payment either in cash or Company Common Stock.
On September 30, 2017, 23,409 shares of Company Common Stock were issued to IAC as reimbursement for shares of IAC Common Stock issued in connection with the exercise of IAC stock options held by Match Group employees.
On September 30, 2017, and October 25, 2017, 521,579 and 83,824 shares, respectively, of Company Common Stock were issued to IAC following IAC’s election to cause the Company to settle certain recent exercises of Company equity awards related to the settlement of the Tinder equity plan in IAC Common Stock. Had IAC not exercised this right, substantially the same number of shares of Company Common Stock would have been issued directly to holders of the underlying Company equity awards.
The issuances of Company Common Stock described above did not involve any underwriters or public offerings and the Company believes that such issuances were exempt from the registration requirements of the Securities Act of 1933, as amended, to Section 4(a)(2) of such act.
About MATCH GROUP, INC. (NASDAQ:MTCH)
Match Group, Inc. is a provider of dating products. The Company operates in two segments: Dating and Non-dating. Its Dating segment provides dating products and the Company’s Non-dating segment provides various education services, including test preparation, academic tutoring and college counseling services. It operates The Princeton Review, which provides various educational test preparation, academic tutoring and college counseling services. The Princeton Review includes Tutor.com and The Princeton Review. The Company operates a portfolio of over 45 brands, including Match, OkCupid, PlentyOfFish, Tinder, Meetic, Twoo, OurTime, BlackPeopleMeet and FriendScout24, each designed to manage its users’ likelihood of finding a romantic connection. Through its portfolio of brands, it provides tailored products to meet the varying preferences of its users. It offers its dating products in approximately 38 languages across over 190 countries.