LendingTree, Inc. — Director's Dealing 2018

Mar 13, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2018-03-09

Reporting Person: GCI LIBERTY, INC. (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3223989	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Forward Sale Contract (Obligation to Sell)	$		Common Stock (642850)		Indirect

Footnotes

F1: On June 6, 2017, a wholly-owned subsidiary of Liberty Interactive (as defined in the Remarks section) entered into a forward sale transaction with a financial institution (the "Counterparty") with respect to 642,850 shares (the "Number of Shares") of Common Stock (as defined in the Remarks section). The Reporting Person has pledged the Number of Shares to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares. The transaction will settle on a cash settlement basis or, at the election of the Reporting Person with the consent of the Counterparty, on a physical settlement basis. The transaction will settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019.

F2: In the case of cash settlement, on the relevant settlement date for each component: (i) if the volume weighted average price per share of Common Stock on the valuation date for such component is lower than $128.0250 (the "Floor Price"), the Counterparty shall pay the Reporting Person (in cash) the difference multiplied by the Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component is higher than $211.6680 (the "Cap Price"), the Reporting Person shall pay the Counterparty (in cash) the difference multiplied by the Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component is greater than or equal to the Floor Price but less than or equal to the Cap Price, no amount will be payable.