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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEBDA DOUGLAS R

(Last)

(First)

(Middle)

1415 VANTAGE PARK DR., SUITE 700

(Street)

CHARLOTTE

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)
03/01/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2024		M		736	A	⁽¹⁾	3,454	I	By Spouse⁽²⁾
Common Stock	03/02/2024		F		253	D	$39.98	3,201	I	By Spouse⁽²⁾
Common Stock	03/03/2024		M		165	A	⁽¹⁾	3,366	I	By Spouse⁽²⁾
Common Stock	03/03/2024		F		57	D	$39.98	3,309	I	By Spouse⁽²⁾
Common Stock								4,559	D
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⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/01/2024		A		2,000		⁽⁴⁾	⁽⁴⁾	Common Stock	2,000	$0	2,000	I	By Spouse⁽²⁾
Restricted Stock Units	⁽¹⁾	03/01/2024		A		35,000		⁽⁵⁾	⁽⁵⁾	Common Stock	35,000	$0	35,000	D
Performance Vested Restricted Stock Units	⁽⁶⁾	03/01/2024		A		45,000		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	45,000	$0	45,000	D
Restricted Stock Units	⁽¹⁾	03/02/2024		M			736	⁽⁹⁾	⁽⁹⁾	Common Stock	736	$0	737	I	By Spouse⁽²⁾
Restricted Stock Units	⁽¹⁾	03/03/2024		M			165	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	165	$0	0	I	By Spouse⁽²⁾

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. 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.

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 restricted stock units will vest in three substantially equal annual installments beginning on the first anniversary of the grant date.

5. These restricted stock units will vest in three substantially equal annual installments beginning on the first anniversary of the grant date.

6. Performance vested restricted stock units convert into common stock on a one-for-one basis.

7. These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $41.17, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $52.94, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; and (3) at a price of $64.70, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle.

8. (Continued from F7) The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 45 trading days immediately preceding such date) the average closing stock price during such 45-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. To the extent that any Performance Vested RSUs do not become vested by the fourth anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.

9. These restricted stock units vest in three substantially equal annual installments beginning on March 3, 2023, subject to continuing service.

10. These restricted stock units vest in three substantially equal annual installments beginning on March 3, 2022, in accordance with the terms of the original award agreement.

	/s/ Heather Novitsky, as Attorney-in-Fact for Douglas R. Lebda	03/05/2024
	** 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.