SEC FORM 4/A 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)
08/29/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/01/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 08/29/2023 S 172,926(1) D $18.91(2) 4,559 D
Common Stock 08/29/2023 S 84,859(1) D $18.91(2) 130,000 I Through Douglas R. Lebda Revocable Trust
Common Stock 08/30/2023 S 130,000(1) D $18.955(2) 0 I Through Douglas R. Lebda Revocable Trust
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)
Common Stock 2,718 I By Spouse(4)
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
Explanation of Responses:
1. The transactions represent the transfer of a total of 387,785 shares from Douglas R. Lebda ("Lebda") and Douglas R. Lebda Revocable Trust ("Revocable Trust") to 2022 Lebda Family Holdings LLC ("2022 LLC") in exchange for the partial satisfaction and cancellation of a promissory note issued by Lebda and held by 2022 LLC (the "Note," and such transactions, the "Transaction").
2. The price reported in Column 4 represents the price per share ascribed to each share of Common Stock tendered by Lebda and Revocable Trust to 2022 LLC in the Transaction in satisfaction of outstanding principal and interest on the Note.
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. 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.
Remarks:
EXPLANATORY NOTE: This amendment is being filed to include supplemental information regarding the background of the reported transactions and the relationship of the parties thereto. The transactions described in Note 1 above were undertaken for estate planning purposes by Mr. Lebda and entities associated with Mr. Lebda and his family members. Mr. Lebda is the sole manager of 2022 LLC and maintains sole voting and dispositive power over the shares of Common Stock transferred to and held by 2022 LLC.
/s/ Heather Novitsky, as Attorney-in-Fact for Douglas R. Lebda 09/15/2023
** 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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