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Filing Details

Accession Number:: 0001104659-20-126972
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-18 19:01:31
Reporting Period:: 2020-11-16

Accepted Time:: 2020-11-18 19:01:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1434621	Lendingtree Inc.	TREE	Telephone Communications (No Radiotelephone) (4813)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
808461	Gci Liberty, Inc.	12300 Liberty Boulevard Englewood CO 80112		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2020-11-16	488,005	$292.46	2,955,984	No	4	S	Indirect	By Wholly-Owned Subsidiary
Common Stock	Disposition	2020-11-16	2,955,984	$292.46	0	No	4	S	Indirect	By Wholly-Owned Subsidiary

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Wholly-Owned Subsidiary
No	4	S	Indirect	By Wholly-Owned Subsidiary

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Forward Sale Contract (Obligation to Sell)	Disposition	2020-11-16	642,850	$0.00	642,850	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			Yes	4	J	Indirect

Footnotes

These shares of common stock of the Issuer (the "Common Stock") were sold in a private transaction between a subsidiary of the reporting person and the Counterparty (as defined in footnote 3 below), at the same price as the price paid by the underwriters in the Block Sale (defined in footnote 2 below), in order to allow for the Counterparty to close out its hedge positions and complete the unwind of the 2019 Forward (as defined in footnote 3 below).
These shares of Common Stock were sold pursuant to an underwriting agreement among a subsidiary of the reporting person, the Issuer and certain underwriters pursuant to which the underwriters agreed to sell the shares of Common Stock held by the subsidiary (other than those sold to the Counterparty in a private transaction as described in footnote 1 above) in a registered offering and paid a price of $292.46 per share of Common Stock (the "Block Sale").
As previously disclosed in the Form 4 filed by the reporting person on May 1, 2019, on April 29, 2019, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. The subsidiary pledged the 2019 Forward Number of Shares to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares. The transaction confirmation provided for cash settlement or, at the election of the subsidiary with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on May 9, 2022.
In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which was to be based on the average of the volume weighted average prices of Common Stock over a period of 20 consecutive valuation dates over 20 trading days commencing on May 9, 2022) exceeded the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person would have to pay Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price was greater than or equal to the forward floor price of zero ($0.00) but was less than or equal to the 2019 Cap Price, no amount would be payable by either party.
On November 16, 2020, a subsidiary of the reporting person entered into a letter agreement with the Counterparty pursuant to which the 2019 Forward was terminated early and unwound in full. In connection with the termination of the 2019 Forward, the subsidiary agreed to pay the Counterparty a total of $64,037,370 and the Counterparty agreed to return to the subsidiary the 2019 Forward Number of Shares pledged to Counterparty to secure the subsidiary's obligations under the transaction.