EFTA01378047.pdf

Table Of C9ntentff The address of each director and executive officer shown in the table below is WO Match Group, Inc., 8300 Douglas Avenue, Suite 800. Dallas, TX 75225. Beneficial ownership before this Beneficial ownership after this offerIng(1)(3) offertng(2)(3) Shares of Shares of Shares of Class B Shares of Class B common common common common stock stock stock stock beneficially beneficially beneficially beneficially owned owned Total owned owned Total Number Number Number % Number Number Number Greater than 5% stockholders IACinterActiveCorp 206,714.274 — 206,714,274 100% — 206,714,274 206,714,274 86 1% Executive officers and directors Gregory R. Blatt 2.475,973(4) — 2.475,973(4) • 2,475,973(4) — 2.475,973(4) 1.0% Sam Yagan 2,196,080(5) — 2,196,080(5) ' 2,196,080(5) — 2,196,080(5) 1.0% Gary Swidler Amarnath Thombre 247,600(6) 247,600(6) • 247.600(6) 247,603(6) Jeffrey Dawson 125,840(7) 125,840(7) • 125,640(7) 125840(7) Sonall De Rye/car — — Joseph Levin Thomas J. McInerney Pamela S. Seymon Alan G. Spoon Mark Stein Gregg lAiniarski — — All directors and executive officers, as a group (12 persons) 211,337,488 — 211,337,488 100% 5,045,493 206,714,274 211,759.767 86.4% • Prior to this offering. Match options were settled in shares of common stock of IAC Accordingly. regardless of the number of Match options outstanding, IAC owned 100% of the shares of our common stock ottstandng prior to this offenng •• Revenants less than one percent of Our Ices shares outstanding (1) The number of shares of our Class B common stock held ty RC retie= 39461 538 addmcnal shares to be issued in commotion wen the completon of Plenty0IFish sodas*" (2) Asians thal the underwriters will not exercise their opton to purchase additional shares of cur common stock (3) Share and option numbers are adjusted to reelect the reclassolcaton of each /wire of our common stock outstanding irnrreSamly poor to this ctfenng into 16 shares (4) Consists of 1,705 125 vested Match options art 770.848 Match options vesting in the next 60 days subject to continued service (5) Contests of 1,363,040 vested Match options and 833,040 Match options vestry in the next 60 days stuttec1 to conbnued service (6) Consists entirely of 80000 vested Match options and 167,600 Match options vesting in tre next 60 days, subject to continued service (7) Consists of 41920 vetted Match options and 83.920 Match options vestry in the next 60 days, Sutsett to continued service 129 Table of Contents Description of capital stock The following is a summary of our capital stock and certain terms of our certificate of incorporation and our bylaws. This discussion summarizes some of the important rights of our stockholders but does not purport to be a complete description of these fights and may not contain all of the information regarding our capital stock Mat is important to you. The descriptions herein are qualified in their entirety by reference to our certificate of incorporation and bylaws, copies of which have been filed with the SEC as exhibits to the registration statement of which this prospectus is a part. General Upon the completion of this offering, our certificate of incorporation will authorize us to issue up to 1,500,000,000 shares of common stock, $0.031 par value per share, 1,500,000.000 shares of Class B common stock, $0.001 par value per share, 1,500,000,000 shares of Class C common stock, $0.001 par value per share, and 500.000.000 shares of preferred stock, $0.001 par value per share. Immediately following the completion of this offering, we will have 33,333,333 shares of common stock outstanding (or 38,333,333 shares if the underwriters exercise in full their option to purchase additional shares of hap) vsi.w.scc.gov 'Amlints edger datail 515189,00010474691500813412226458n-lahiml I I 92013917:I? AA CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075207 CONFIDENTIAL SDNY_GM_00221391 EFTA01378047