QVC Group, Inc. — Director's Dealing 2017

Jun 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2017-06-06

Reporting Person: Liberty Interactive Corp (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-06	Common Stock	P	450000	$170.70	Acquired	3223989	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-06	Forward Sale Contract (Obligation to Sell)	$	J	642850	Acquired		Common Stock (642850)	Indirect

Footnotes

F1: The balance was increased by 2 additional shares from the Form 3 filed August 28, 2008 as a result of rounding in connection with the receipt of shares by the reporting person in connection with the spin-off by IAC/InterActiveCorp of LendingTree, Inc. ("TREE"), which was completed on August 20, 2008.

F2: On June 6, 2017, the reporting person 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 of TREE (the "Common Stock"). The reporting person 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.

F3: 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.