LendingTree (TREE) Form 4 LendingTree / DOUGLAS R LEBDA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEBDA DOUGLAS R

(Last) (First) (Middle)

1415 VANTAGE PARK DR., SUITE 700

(Street)

CHARLOTTE NC 28203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LendingTree, Inc. [ TREE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/16/2024		M		7,500	A	(1)	60,039	D
Common Stock	05/16/2024		F		3,254	D	$46.01	56,785	D
Common Stock								4,130	I	By Spouse(2)
Common Stock								433,159	I	Through 2022 Lebda Family Holdings, LLC(3)
Common Stock								1,325,000	I	Through Lebda Family Holdings, LLC(3)
Common Stock								12,524	I	Through Lebda Family Holdings II, LLC(3)
Common Stock								300,000	I	Through 2021 Lebda Family Holdings LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Vested Restricted Stock Units	(1)	05/16/2024		M			7,500	(4)(5)	(4)(5)	Common Stock	7,500	(1)	37,500	D

Explanation of Responses:

1. Performance vested restricted stock units convert into common stock on a one-for-one basis.

2. 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.

3. The reporting person disclaims beneficial ownership of the shares to the extent in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

4. These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $41.17, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $52.94, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; and (3) at a price of $64.70, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle.

5. (Continued from F4) The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 45 trading days immediately preceding such date) the average closing stock price during such 45-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. To the extent that any Performance Vested RSUs do not become vested by the fourth anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.

	/s/ Heather Novitsky as Attorney-in-Fact for Douglas R. Lebda	05/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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