LendingTree, Inc. — Director's Dealing 2020

Dec 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2020-12-03

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-03	Performance Based Nonqualified Stock Option	$300.00	A	363464	Acquired	2030-12-03	Common Stock (363464)	Direct
2020-12-03	Stock Option	$300.00	A	125853	Acquired	2030-12-03	Common Stock (125853)	Direct

Footnotes

F1: The performance based stock option was made in accordance with the reporting person's employment agreement with the Company and has both time and performance based vesting conditions. The "Target Shares" for this option grant is 217,643 shares. Shares will become "Performance Vested" if the volume weighted average closing per share price of the Company's common stock ("VWAP") in any fiscal quarter (measured during the final 30 trading days in each fiscal quarter) commencing with the first fiscal quarter of 2021 through the first fiscal quarter of 2025 exceeds $300.00 (the "Base Price") based on the following schedule:

F2: (Continued from F1) (i) if VWAP increase over the Base Price is less than 44%, 0% of Target Shares will Performance Vest; (ii) if VWAP increase over Base Price is 44% over the Base Price, 33% of Target Shares (i.e., 71,822 shares) will Performance Vest; (iii) if VWAP Increase over the Base Price is 88%, 100% of Target Shares (i.e., 217,643 shares) will Performance Vest; and (iv) if VWAP increase over the Base Price is 132% or greater, 167% of Target Shares (i.e., 363,464 shares) will Performance Vest. Linear interpolation of vesting applies if the VWAP increases over the Base Price is between 44% and 132%. The maximum number of shares that may Performance Vest is 363,464 shares.

F3: (Continued from F2) If the reporting person's service has not been previously terminated, shares which are Performance Vested will become time-vested and exercisable in three equal annual installments upon the reporting person's continued service through December 31 of each of 2024, 2025 and 2026, except that any shares that are Performance Vested for the first fiscal quarter of 2025 will become time-vested and exercisable in three equal installments upon the reporting person's continued service upon the Company's certification of the achievement of the applicable performance hurdle and on December 31 of each of 2025 and 2026.

F4: (Continued from F3) Shares that do not become Performance Vested shall be forfeited without consideration. Similarly, if the reporting person's service is terminated for cause or if he resigns without good reason, then any portion of the performance based stock option that have not yet time-vested shall be forfeited without consideration. After termination of the reporting person's service, any then vested portion of the performance based stock option shall generally remain exercisable until the earliest 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 based stock option is not being assumed, replaced, substituted for or otherwise continued after the change of control, or (iii) December 3, 2030.

F5: (Continued from F4) If there is a change of control of the Company, or if the reporting person's service is terminated either due to his death or disability, or by us without cause, or by the reporting person for good reason, then the performance based 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.

F6: These options vest in six equal annual installments beginning on December 31, 2021, subject to continuing service.