LendingTree, Inc. — Director's Dealing 2020

Nov 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2020-11-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-16	Common Stock	S	488005	$292.46	Disposed	2955984	Indirect
2020-11-16	Common Stock	S	2955984	$292.46	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-16	Forward Sale Contract (Obligation to Sell)	$	J	642850	Disposed		Common Stock (642850)	Indirect

Footnotes

F1: These shares of common stock of the Issuer (the "Common Stock") were sold in a private transaction between a subsidiary of the reporting person and the Counterparty (as defined in footnote 3 below), at the same price as the price paid by the underwriters in the Block Sale (defined in footnote 2 below), in order to allow for the Counterparty to close out its hedge positions and complete the unwind of the 2019 Forward (as defined in footnote 3 below).

F2: These shares of Common Stock were sold pursuant to an underwriting agreement among a subsidiary of the reporting person, the Issuer and certain underwriters pursuant to which the underwriters agreed to sell the shares of Common Stock held by the subsidiary (other than those sold to the Counterparty in a private transaction as described in footnote 1 above) in a registered offering and paid a price of $292.46 per share of Common Stock (the "Block Sale").

F3: As previously disclosed in the Form 4 filed by the reporting person on May 1, 2019, on April 29, 2019, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. The 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 confirmation provided for cash settlement or, at the election of the subsidiary with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on May 9, 2022.

F4: In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which was to 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) exceeded the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person would have to pay Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price was greater than or equal to the forward floor price of zero ($0.00) but was less than or equal to the 2019 Cap Price, no amount would be payable by either party.

F5: On November 16, 2020, a subsidiary of the reporting person entered into a letter agreement with the Counterparty pursuant to which the 2019 Forward was terminated early and unwound in full. In connection with the termination of the 2019 Forward, the subsidiary agreed to pay the Counterparty a total of $64,037,370 and the Counterparty agreed to return to the subsidiary the 2019 Forward Number of Shares pledged to Counterparty to secure the subsidiary's obligations under the transaction.