SEC FORM
4
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tree.com, Inc.
[ TREE ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chairman & CEO
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3. Date of Earliest Transaction
(Month/Day/Year)
07/11/2011
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock
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07/11/2011 |
|
A |
|
24,642 |
A |
$0
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2,129,324 |
D |
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| Common Stock |
|
|
|
|
|
|
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45,374 |
I |
Through family trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
/s/ Katharine F. Pierce as Attorney-in-Fact for Douglas R. Lebda |
07/13/2011 |
|
** 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). |
| 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 Katharine Pierce and
Christopher Hayek, 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 Tree.com, 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 27th day of April, 2011.
/s/ Douglas R. Lebda
