Sushil Sharma Form 3/A LendingTree / Sushil Sharma ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sharma Sushil

(Last) (First) (Middle)

11115 RUSHMORE DRIVE

(Street)

CHARLOTTE NC 28277

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Product Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/02/2019

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,969	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	10,910	(2)	D
Restricted Stock Units	(3)(4)	(3)(4)	Common Stock	3,492	(2)	D
Options to Purchase Common Stock	(5)	07/30/2028	Common Stock	6,753	229.15	D

Explanation of Responses:

1. The restricted stock units vest on February 12, 2020 . Vested restricted stock units will be settled in TREE common stock, the cash value thereof or a combination of cash and TREE common stock on the applicable vesting date.

2. Each restricted stock unit represents a contingent right to receive one share of TREE common stock, the cash value thereof or a combination of cash and TREE common stock on the date of settlement, in the Company's discretion.

3. These restricted stock units vest in three annual installments beginning on July 30, 2019, in accordance with the terms of the original award agreement, with 25% of the total award vesting after year 1, another 25% vesting after year 2, and the remaining 50% of the total award vesting after year 3.

4. The vesting schedule reported in Column 2 for these Restricted Stock Units on the reporting person's original Form 3 was incorrect.

5. The options become exercisable in three equal annual installments beginning July 30, 2019.

	/s/ Ryan S. Quinn as Attorney-in-Fact for Sushil Sharma	08/13/2019
	** 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 5 (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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