SEC Form 4 · accession 0001179110-18-002500
LendingTree, Inc. · TREE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Douglas R Lebda
Officer — Chairman & CEO · Director · 10% Owner
Period of report
Feb 16, 2018
Accepted (ET)
Feb 21, 2018 · 5:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434621
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance based nonqualified stock optionF1,F2,F3,F4 | $378.95 | Feb 16, 2018 | A | 21,982 | A | — | Feb 16, 2028 | Common Stock | 21,982 | 21,982 | D |
| Restricted Stock UnitsF5 | $0.00 | Feb 16, 2018 | A | 9,896 | A | — | — | Common Stock | 9,896 | 9,896 | D |
| Stock OptionF8,F6 | $378.95 | Feb 16, 2018 | A | 396 | A | — | Feb 16, 2028 | Common Stock | 396 | 396 | I |
| Restricted Stock UnitsF8,F7 | $0.00 | Feb 16, 2018 | A | 198 | A | — | — | Common Stock | 198 | 198 | I |
Explanation of responses
- F1(1) 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 13,163 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 2018 through the first fiscal quarter of 2022 exceeds $378.95 (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., 4,344 shares) will Performance Vest; (iii) if VWAP Increase over Base Price is 61%, 67% of Target Shares (i.e., 8,819 shares) will Performance Vest; (iv) if VWAP Increase over Base Price is 81%, 100% of Target Shares (i.e., 13,613 shares) will Performance Vest; (v) if VWAP Increase over Base Price is 101%, 133% of Target Shares (i.e., 17,507 shares) will Performance Vest; and (vi) if VWAP Increase over Base Price is 121% or greater, 167% of Target Shares (i.e., 21,982 shares) will Performance Vest. Linear interpolation of vesting applies if the VWAP increases over Base Price is between 41% and 121%.
- F3(continued from F2): The maximum number of shares that may Performance Vest is 21,982 shares. Shares which are Performance Vested will become vested and exercisable on February 16, 2022 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 February 16, 2022 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,
- F4(continued from F3): or (iii) February 16, 2028. 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.
- F5This award of restricted stock units was made in accordance with the reporting person's employment agreement with the Company. All units will vest in a single installment on the fourth anniversary of the date of grant subject to continuing service.
- F6These options vest in three equal annual installments beginning on February 16, 2019 subject to continuing service.
- F7These restricted stock units vest in three equal annual installments beginning on February 16, 2019 subject to continuing service.
- F8The 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.