Sec Form 4/A Filing - LEBDA DOUGLAS R @ LendingTree, Inc. - 2023-08-29

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LEBDA DOUGLAS R
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
(Last) (First) (Middle)
1415 VANTAGE PARK DR., SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
08/29/2023
(Street)
CHARLOTTE, NC28203
4. If Amendment, Date Original Filed (MM/DD/YY)
09/01/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 08/29/2023 S 172,926 ( 1 ) D $ 18.91 ( 2 ) 4,559 D
Common Stock 08/29/2023 S 84,859 ( 1 ) D $ 18.91 ( 2 ) 130,000 I Through Douglas R. Lebda Revocable Trust
Common Stock 08/30/2023 S 130,000 ( 1 ) D $ 18.955 ( 2 ) 0 I Through Douglas R. Lebda Revocable Trust
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 )
Common Stock 2,718 I By Spouse ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEBDA DOUGLAS R
1415 VANTAGE PARK DR., SUITE 700
CHARLOTTE, NC28203
X X Chairman & CEO
Signatures
/s/ Heather Novitsky, as Attorney-in-Fact for Douglas R. Lebda 09/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions represent the transfer of a total of 387,785 shares from Douglas R. Lebda ("Lebda") and Douglas R. Lebda Revocable Trust ("Revocable Trust") to 2022 Lebda Family Holdings LLC ("2022 LLC") in exchange for the partial satisfaction and cancellation of a promissory note issued by Lebda and held by 2022 LLC (the "Note," and such transactions, the "Transaction").
( 2 )The price reported in Column 4 represents the price per share ascribed to each share of Common Stock tendered by Lebda and Revocable Trust to 2022 LLC in the Transaction in satisfaction of outstanding principal and interest on the Note.
( 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 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.

Remarks:
EXPLANATORY NOTE: This amendment is being filed to include supplemental information regarding the background of the reported transactions and the relationship of the parties thereto. The transactions described in Note 1 above were undertaken for estate planning purposes by Mr. Lebda and entities associated with Mr. Lebda and his family members. Mr. Lebda is the sole manager of 2022 LLC and maintains sole voting and dispositive power over the shares of Common Stock transferred to and held by 2022 LLC.

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