SEC FORM 3 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)
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) (3) Common Stock 3,492 (2) D
Options to Purchase Common Stock (4) 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. The restricted stock units vest in three equal annual installments beginning July 30, 2019. 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.
4. The options become exercisable in three equal annual installments beginning July 30, 2019.
/s/ Ryan S. Quinn as Attorney-in-Fact for Sushil Sharma 05/02/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

       The  undersigned  hereby  constitutes  and  appoints  each  of Ryan Quinn
and   Dana  Barker,  signing  singly,  as  the  undersigned's  true  and  lawful
attorney-in-fact to:

        (1)  execute  for and on behalf of the undersigned, in the undersigned's
capacity  as  an  officer  and/or director of LendingTree, Inc. (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder (the "Exchange Act"), as well as the Form ID to
obtain  and/or  renew EDGAR codes for use in connection with the filing of Forms
3, 4 and 5 and any other related documentation;

        (2) do and perform any and all acts for and on behalf of the undersigned
which  may  be necessary or desirable to complete and execute any such Form 3, 4
or 5, Form ID or other related documentation, complete and execute any amendment
or  amendments  thereto,  and  timely  file such forms or documentation with the
United  States  Securities  and  Exchange  Commission  and any stock exchange or
similar authority;

        (3)  take any other action of any type whatsoever in connection with the
foregoing  which, in the opinion of such attorney-in-fact, may be of benefit to,
in  the  best  interest  of,  or  legally required by, the undersigned, it being
understood that
 the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant  to this Power of Attorney shall be in such form and shall
contain  such  terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion; and

        (4)  in  connection with the preparation and filing of Forms 3, 4 and 5,
seek  or  obtain, as the undersigned's attorney-in-fact and on the undersigned's
behalf,  information regarding transactions in the Company's securities from any
third  party,  including  brokers,  employee  benefit  plan  administrators  and
trustees,  and  the undersigned hereby authorizes any such person to release any
such  information  to  such  attorney-in-fact and approves and ratifies any such
release of information.

        The  undersigned  hereby grants to each such attorney-in-fact full power
and  authority  to  do  and  perform  any  and  every  act  and thing whatsoever
requisite,  necessary,  or  proper to be done in connection with the exercise of
any  of  the  rights  and  powers  herein  granted,  as fully to all intents and
purposes  as  the undersigned might or could do if personally present, with full
power  of  substitution  or  revocation, herby ratifying and confirming all that
such  attorney-in-fact,  or  such  attorney-in-fact's substitute or substitutes,
shall  lawfully  do  or cause to be done by virtue of this Power of Attorney and
the  rights  and  powers  herein  granted. The undersigned acknowledges that the
foregoing  attorneys-in-fact,  in serving in such capacity at the request of the
undersigned,  are  not  assuming,  nor  is  the  Company  assuming,  any  of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This  Power  of Attorney shall remain in full force and effect until the
undersigned  is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier  revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        This   Power   of   Attorney  does  not  relieve  the  undersigned  from
responsibility  for  compliance  with  the  undersigned's  obligations under the
Exchange  Act,  including,  without limitation, the reporting requirements under
Section 16 of the Exchange Act. Additionally, although pursuant to this Power of
Attorney the Company will use commercially reasonable best efforts to timely and
accurately  file  Section  16  reports on behalf of the undersigned, the Company
does  not  represent  or warrant that it will be able to in all cases timely and
accurately  file  Section 16 reports on behalf of the undersigned due to various
factors,  including,  but  not limited to, the shorter deadlines mandated by the
Sarbanes-Oxley  Act  of 2002, possible time zone differences between the Company
and  the  undersigned  and  the  Company's  need  to  rely  on other parties for
information, including the undersigned and brokers of the undersigned.

        IN WITNESS WHEREOF, the undersigned had caused this Power of Attorney to
be executed as of this 24 day of April 2019.


                                        /s/ Sushil Sharma
                                        ---------------------
                                        Sushil Sharma