EFTA01377962.pdf

number of the earlier effectrve regstrabon statement for the same ctfenrg 0 If the Forma a posteffeahe amendment flied pursuant to Rule 652(0) under the Searles Act check the following box and WI the Secunbes Ad registration statement number of the eerier effective regrstratco statement for the same altering 0 If this Form is a posteffedNe amendment filed pursuant to Rule 462(0) under the Semmes Act check the following box and Ya the Secunbes Act registration statement minter of the earlier effectrm registration statement for the same offering 0 Inacate by check mark whether the registrant is a large acct crated Ner, an accelerated filer, a non-sitcom's filer, or a smarter reporting company See definitions of large accelerated feel' 'accelerated ler," and 'smaller reporting company' in Rile 12b'2 of the Exchange Ad. (Check ore) Large accelerated bar 0 Accelerated tiler 0 Non-accelerated tier OD Smaller reporting corrpany 0 (Do nct check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Proposed maximum proposed maximum Title of each class of securities Amount to be offering price aggregate offering Amount of to be registered regIstered(1) per share(2) Price(2) registration fee(3) COMmOnslock i 36 13 3 333 $1400 5539056.692 ".:-.: :4, (1) Include* an addnionio SO00.000 shares that lie undo:holden have an option to purchase (2) Estimated solely for purposes of caloiating the registration fee in accordance with Rule 457(a) under the Secunhes Act 04 1933 (3) The Registrant previously paid S10070 of this amount in connection with the irate, filing of this Registration Statement The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section alai, may determine. Table of Contents The Information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an otter to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated November 9, 2015 Preliminary Prospectus 33,333,333 shares matchg roL Common stock This is an initial public offering of common stock by Match Group, Inc. The estimated initial public offering price is between $12.00 and $14.00 per share. We have applied to list our common stock on the NASDAQ Global Select Market under the symbol "MTCH.- Following this offenng, we will have three classes of authorized common stock: common stock, Class B common stock and Class C common stock. The rights of the holders of the shares of common stock, Class B common stock and Class C common stock are identical, except w*h respect to voting and conversion and certain stock dividends. Each holder of common stock is entitled to one vote per share. Each holder of Class B common stock is entitled to ten votes per share and each share of Class B common stock is convertible at any time at the election of the holder into one share of common stock. Holders of Class C common stock are not entitled to any votes per share except as (and then only to the extent) otherwise required by the laws of the State of Delaware, in which case holders of Class C common stock will be entitled to one one-hundredth (1/100) of a vote on such matters for each share of Class C common stock held. There will be no outstanding shares of Gass C common stock upon completion of this offering. Holders of our common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. Upon completion of this offenng, IAC/InterActiveCorp, or IAC, which is our parent company, will own all of the shares of our outstanding Class B common stock, representing approximately 86.1% of our outstanding shares of capital stock and approximately 98.4% of the combined voting power of our outstanding capital stock (or approximately 84.4% of our outstanding shares of capital stock and approximately 98.2% of the combined voting power of our outstanding capital stock, if the undenvriters exercise in full their option to purchase additional shares of our common stock in this offering). As a result of IAC's ownership of all of our Class B common stock following this offering, we will be a "controlled company' under the Marketplace Rules of the NASDAQ Stock Market. Match Group. Inc. is offering the shares to be sold in this offering. Match Group. Inc. currently intends to use all of the net proceeds from this offering to repay http:vdev. scc.sov An:Iihts edam dats'IST5lEe0001047469I5006431122264511n-talitinit t ,972013 911:17 AA CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075122 CONFIDENTIAL SONY GM_00221306 EFTA01377962