LendingTree, Inc. — Director's Dealing 2020

Mar 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2020-02-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-28	Performance Based Nonqualified Stock Option	$275.82	A	31940	Acquired	2030-02-28	Common Stock (31940)	Direct
2020-02-28	Stock Option	$275.82	A	26539	Acquired	2030-02-28	Common Stock (26539)	Direct
2020-02-28	Restricted Stock Units	$0	A	635	Acquired		Common Stock (635)	Indirect
2020-02-28	Stock Option	$275.82	A	535	Acquired	2030-02-28	Common Stock (535)	Indirect

Footnotes

F1: The performance based nonqualified 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 19,126 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 second fiscal quarter of 2020 through the first fiscal quarter of 2024 exceeds $275.82 (the "Base Price") based on the following schedule:

F2: (Continued from F1) (i) if VWAP Increase over Base Price is less than 41%, 0% of Target Shares will Performance Vest; (ii) if VWAP Increase over Base Price is 41%, 33% of Target Shares (i.e., 6,312 shares) will Performance Vest; (iii) if VWAP Increase over Base Price is 61%, 67% of Target Shares (i.e., 12,814 shares) will Performance Vest; (iv) if VWAP Increase over Base Price is 81%, 100% of Target Shares (i.e., 19,126 shares) will Performance Vest; (v) if VWAP Increase over Base Price is 101%, 134% of Target Shares (i.e., 25,629 shares) will Performance Vest; and (vi) if VWAP Increase over Base Price is 121% or greater, 167% of Target Shares (i.e., 31,940 shares) will Performance Vest. Linear interpolation of vesting applies if the VWAP increases over Base Price is between 41% and 121%. The maximum number of shares that may Performance Vest is 31,940 shares.

F3: (Continued from F2) Shares which are Performance Vested will become vested and exercisable on March 31, 2024 if the reporting person's service has not previously terminated. Shares that do not become Performance Vested shall be forfeited without consideration. Similarly, if before March 31, 2024 the reporting person'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 the reporting person'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) February 28, 2030.

F4: (Continued from F3) 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 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.

F5: These options vest in four equal annual installments beginning on February 28, 2021, subject to continuing service.

F6: These restricted stock units vest in three equal annual installments beginning on February 28, 2021, subject to continuing service.

F7: These stock options vest in three equal annual installments beginning on February 28, 2021, subject to continuing service.

F8: The reporting person disclaims beneficial ownership of the shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or any other purpose.