LendingTree, Inc. — Director's Dealing 2019

May 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2019-04-29

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-29	Forward Sale Contract (Obligation to Sell)	$	J	642850	Disposed		Common Stock (642850)	Indirect
2019-04-29	Forward Sale Contract (Obligation to Sell)	$	J	642850	Acquired		Common Stock (642850)	Indirect

Footnotes

F1: On June 6, 2017, a subsidiary of the reporting person entered into a forward sale transaction (the "2017 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2017 Forward Number of Shares") of common stock of TREE (the "Common Stock"). Such subsidiary pledged the 2017 Forward Number of Shares to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares. The transaction confirmation provided for cash settlement or, at the election of the subsidiary of the reporting person with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. On April 29, 2019, such subsidiary entered into a letter agreement with the Counterparty pursuant to which the 2017 Forward was terminated concurrently with entering into the 2019 Forward.

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 were lower than $128.0250 (the "2017 Floor Price"), the Counterparty would have been required to pay the subsidiary of the reporting person (in cash) the difference multiplied by the 2017 Forward Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component were higher than $211.6680 (the "2017 Cap Price"), the subsidiary of the reporting person would have been required to pay the Counterparty (in cash) the difference multiplied by the 2017 Forward Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component were greater than or equal to the 2017 Floor Price but less than or equal to the 2017 Cap Price, no amount would have been payable.

F3: On April 29, 2019, concurrently with the termination of the 2017 Forward, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with the Counterparty with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. Such subsidiary pledged the 2019 Forward 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 subsidiary of the reporting person with the consent of the Counterparty, on a physical settlement basis.

F4: In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which will be based on the average of the volume weighted average prices of Common Stock over a period of 20 consecutive valuation dates over 20 trading days commencing on May 9, 2022) exceeds the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person will pay to Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price is greater than or equal to the forward floor price of zero ($0.00) but is less than or equal to the 2019 Cap Price, no amount will be payable by either party.