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 Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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 |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/29/2011
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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 |
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| 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 |
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 |
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Restricted Stock Units
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$0
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12/29/2011 |
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A |
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9,091 |
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Common Stock |
9,091 |
$0
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9,091 |
D |
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| Explanation of Responses: |
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/s/ Katharine F. Pierce as Attorney-in-Fact for Joseph Levin |
12/30/2011 |
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** 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/ Joseph Levin
