SEC Form 4 · accession 0001104659-18-017210

LendingTree, Inc. · TREE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The transactions reported on this Form relate to the Split-Off (as described in the Remarks section). In connection with the Split-Off, the Reporting Person's beneficial ownership of the shares of common stock of the Issuer (the "Common Stock") and the forward sale contract were transferred to GCI Liberty, Inc., an Alaska corporation ("GCI Liberty"). As the transfer of beneficial ownership of each of the Common Stock and the forward sale contract was part of a larger reorganization transaction involving the Reporting Person and GCI Liberty, the Reporting Person does not admit that there was a sale for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended.
• F2On 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. 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.
• F3In 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.

Remarks

On March 9, 2018, the transactions contemplated by the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among the Reporting Person, Liberty Interactive LLC, and GCI Liberty, as amended, were completed. As a result, the Reporting Person contributed to GCI Liberty, among other assets and liabilities, its entire equity interest in Ventures Holdco, LLC, which was the subsidiary (x) holding all of its shares of the Issuer's common stock and (y) party to the forward sale contract. On March 9, 2018, at 4:01 p.m., New York City time, the Reporting Person completed its previously announced split-off (the "Split-Off") of GCI Liberty. In the Split-Off, the Reporting Person redeemed (i) each outstanding share of its Series A Liberty Ventures common stock, $0.01 par value ("LVNTA"), for one share of GCI Liberty's Class A common stock, with no shares of LVNTA remaining outstanding, and (ii) each outstanding share of its Series B Liberty Ventures common stock, $0.01 par value ("LVNTB"), for one share of GCI Liberty's Class B common stock, with no shares of LVNTB remaining outstanding, with the effect that GCI Liberty was split-off from the Reporting Person and the Reporting Person ceased to have an equity interest in GCI Liberty.