LendingTree, Inc. — Director's Dealing 2017

Jul 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2017-07-26

Reporting Person: LEBDA DOUGLAS R (Director, Chairman & CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-26	Performance based nonqualified stock option	$183.80	A	672499	Acquired	2027-07-26	Common Stock (672499)	Direct

Footnotes

F1: The performance based nonqualified stock option has both time and performance based vesting conditions. The "Target Shares" for this option grant is 402,694 shares. Shares will become "Performance Vested" based on the volume weighted average closing per share price of the Company's common stock ("VWAP") in each fiscal quarter (measured during the final 30 trading days in each fiscal quarter) commencing with the fourth fiscal quarter of 2017 through the third fiscal quarter of 2022 according to the following schedule: (i) if the VWAP represents an increase over Base Price of less than 70%, 0% of Target Shares will Performance Vest; (ii) if the VWAP represents an increase over the Base Price of 70%, 33% of the Target Shares will Performance Vest;

F2: (continued from Footnote 1) (iii) if the VWAP represents an increase over the Base Price of 110%, 100% of Target Shares (i.e., 402,694 shares) will Performance Vest; (iv) if the VWAP represents an increase over the Base Price of 150% or greater, 167% of the Target Shares (i.e., 672,499 shares) will Performance Vest. The "Base Price" is $183.80. Linerar interpolation of vesting applies if the VWAP increase over Base Price is between 70% and 150%. The maximum number of shares that may Performance Vest is 672,499 shares. Shares which are Performance Vested will become vested and exercisable on September 30, 2022 if Mr. Lebda's service has not previously terminated. Shares that do not become Performance Vested shall never become exercisable and shall be forfeited without consideration.

F3: (continued from Footnote 2) Similarly, if before September 30, 2022 Mr. Lebda's service is terminated for cause or he resigns without good reason, then any then unvested portion of the Performance Option shall be forfeited without consideration. After termination of Mr. Lebda's service, any then vested portion of the Performance Option shall generally remain exercisable until the earlier of (i) the expiration of the 12-month period following such termination of service,(ii) the date of a change of control of the Company if the Performance Option is not being assumed, replaced, substituted for or otherwise continued after the change of control, or (iii) July 26, 2027.

F4: (continued from Footnote 3) If there is a change of control of the Company, or if Mr. Lebda's service is terminated either due to his death or disability, or by us without cause, or by Mr. Lebda for good reason, then the performance based nonqualified stock option can become partially or fully vested on an accelerated basis based on the measurement of the stock price based performance goals under the applicable circumstances and the deemed satisfaction of time based vesting conditions.