EFTA01377973.pdf

common stock 206.714,274 shares of Class B common stock IAC will hold all outstanding shares of our Class B common stock. Class C common stock No shares of Class C common stock Voting rights: Common stock voting One vote per share, representing. in the aggregate, approximately 1.6% of the combined voting power of our capital stock outstanding rights after this offering (or 1.8% if the underwnters exercise in full their option to purchase additional shares of our common stock). Class B common stock voting Ten votes per share, representing, in the aggregate, approximately 98.4% of the combined voting power of our capital stock outstanding rights after this offering (or 98.2% if the underwriters exercise in full their option to purchase additional shares of our common stock). Class C common stock voting No votes per share, except as (and then only to the extent) otherwise required by the laws of the State of Delaware, in which case one rights one-hundredth (11100) of a vote per share. Use of Assuming an initial public offering price of $13.00 per share, which is the midpoint of the offering price range set forth on the cover page proceeds of this prospectus, we estimate that the net proceeds to us from the sale of our common stock in this offering will be $403,666,663 (or $465,390,721 if the underwriters exercise in full their option to purchase additional shares of our common stock), after deducting underwriting discounts and commissions and estimated offering expenses. We currently intend to use all of the net proceeds from this offering to repay related-party indebtedness owed to IAC. See "Use of proceeds." 9 Table of Content‘ Dividends We do not expect to pay cash dividends on our capital stock in the foreseeable future. Instead, we anticipate that a of our future earnings will be retained to support our operations and to finance the growth and development of our business. My future determination to pay dividends on our capital stock will be made by our board of directors and will depend upon a number of factors, including (among others) our results of operations, financial condition. capital requirements, business strategy, regulatory and contractual restrictions, general economic conditions and other factors that our board of directors deems relevant. See "Dividend policy." Directed At our request, the underwriters have reserved for sale, at the Initial public offering price. up to 5% of the shares of common stock offered by share this prospectus for sale to our employees and directors and those of IAC. These sales will be made by an affiliate of J.P. Morgan Securities program LLC, an underwriter of this offering, through a directed share program. If these persons purchase reserved shares, it will reduce the number of shares of common stock available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock offered by this prospectus. See "Underwriting— Directed share program." Listing We have applied to list our common stock on the NASDAQ Global Select Market under the trading symbol "MTCH." Risk Investing In ow common stock involves risks. See "Risk factors," beginning on page 16, for a discussion of certain factors that you should factors carefully consider before making an investment decision. Unless otherwise noted, references in this prospectus to number of shares outstanding exclude: vested options to purchase 3,201,088 shares of our common stock at a weighted average exercise price of $3.33 per share, which were outstanding as of September 30, 2015: unvested options to purchase 13.608.010 shares of our common stock at a weighted average exercise price of $12.89 per share, which were outstanding as of September 30, 2015: 57.343 shares of common stock issuable upon the vesting of restricted stock units outstanding as of September 30. 2015: additional shares of our common stock that may be issuable pursuant to awards granted under our 2015 Plan (as defined below); 12.301.418 shares of our common stock which are issuable upon the settlement of vested equity awards granted in certain of our subsidiaries which were outstanding as of September 30. 2015: 6,561,947 shares of our common stock which are issuable upon the settlement of unvested equity awards granted in certain of our subsidiaries which were outstanding as of September 30. 2015; and 2,853,238 shares of our common stock which are issuable to IAC as reimbursement for compensation expenses related to IAC equity awards held by our employees. See "Certain relationships and related party transactions—Employee matters agreement" and "Managements discussion and analysis of financial condition and results of operations—Critical accounting policies—Stock-based compensation." hap: wwwsec.eov 'An:hives daW1575189,00010474691500643112226458^-talfintiI 1,9,2013 911:17 AIM CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075133 CONFIDENTIAL SONY GM_00221317 EFTA01377973