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GRIZZLY MERGER SUB 1, LLC

Disclosed activity across 1 company

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15729
SEC CIK
0000808461

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Disclosed balances

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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

LendingTree, Inc.

Report date November 16, 2020 · Filed November 18, 2020

Section 16 reporting ended · disclosed 2020-11-18. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectBy Wholly-Owned Subsidiary2,955,984 Reported balance After 2020-11-16 transaction · row 1 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 1 · 2020-11-16 · Sale · Disposed 488,005 · Balance 2,955,984

F1: 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).

Common StockSEC Table I · non-derivativeIndirectBy Wholly-Owned Subsidiary0 Reported balance After 2020-11-16 transaction · row 2 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 2 · 2020-11-16 · Sale · Disposed 2,955,984 · Balance 0

F2: 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").

Forward Sale Contract (Obligation to Sell)SEC Table II · derivative / convertible securityIndirectBy Wholly-Owned Subsidiary0 Reported balance After 2020-11-16 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2020-11-16 · Other · Disposed 642,850 · Balance 0

F3: 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.

F4: 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.

F5: 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.

Filing footnotes · ownership attribution and instrument terms

F1: 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).

F2: 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").

F3: 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.

F4: 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.

F5: 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
November 16, 2020 Filed Nov 18, 2020 19:01 UTC LendingTree, Inc. TREE · Entity 5694 OtherForward Sale Contract (Obligation to Sell) · Derivative 642,850 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-126972 · a4.xml · derivative · entry 3

GCI LIBERTY, INC. · CIK 0000808461 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wholly-Owned Subsidiary

Disclosed balance after: 0

Underlying: Common Stock · 642,850 shares

Expires not disclosed

F3 · derivative.exercise_price: 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.

F4 · derivative.exercise_price: 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.

F5 · derivative.exercise_price: 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.

F3 · kind: 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.

F4 · kind: 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.

F5 · kind: 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.

F3 · price: 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.

F4 · price: 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.

F5 · price: 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.

F3 · derivative.exercise_date: 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.

F4 · derivative.exercise_date: 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.

F5 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

F4 · derivative.expiration_date: 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.

F5 · derivative.expiration_date: 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.

Read SEC document
November 16, 2020 Filed Nov 18, 2020 19:01 UTC LendingTree, Inc. TREE · Entity 5694 SaleCommon Stock 2,955,984 $292.46 $864,507,080.64
Disclosure

SEC source: 0001104659-20-126972 · a4.xml · nonDerivative · entry 2

GCI LIBERTY, INC. · CIK 0000808461 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wholly-Owned Subsidiary

Disclosed balance after: 0

F2 · shares: 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").

Read SEC document
November 16, 2020 Filed Nov 18, 2020 19:01 UTC LendingTree, Inc. TREE · Entity 5694 SaleCommon Stock 488,005 $292.46 $142,721,942.30
Disclosure

SEC source: 0001104659-20-126972 · a4.xml · nonDerivative · entry 1

GCI LIBERTY, INC. · CIK 0000808461 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wholly-Owned Subsidiary

Disclosed balance after: 2,955,984

F1 · shares: 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).

Read SEC document
April 29, 2019 Filed May 1, 2019 17:04 UTC LendingTree, Inc. TREE · Entity 5694 OtherForward Sale Contract (Obligation to Sell) · Derivative 642,850 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-026063 · a4.xml · derivative · entry 2

GCI LIBERTY, INC. · CIK 0000808461 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wholly-Owned Subsidiary

Disclosed balance after: 642,850

Underlying: Common Stock · 642,850 shares

Expires not disclosed

F3 · derivative.exercise_price: On April 29, 2019, concurrently with the termination of the 2017 Forward, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with the Counterparty with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. Such 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 will settle on a cash settlement basis or, at the election of the subsidiary of the reporting person with the consent of the Counterparty, on a physical settlement basis.

F4 · derivative.exercise_price: In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which will 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) exceeds the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person will pay to Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price is greater than or equal to the forward floor price of zero ($0.00) but is less than or equal to the 2019 Cap Price, no amount will be payable by either party.

F3 · kind: On April 29, 2019, concurrently with the termination of the 2017 Forward, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with the Counterparty with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. Such 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 will settle on a cash settlement basis or, at the election of the subsidiary of the reporting person with the consent of the Counterparty, on a physical settlement basis.

F4 · kind: In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which will 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) exceeds the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person will pay to Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price is greater than or equal to the forward floor price of zero ($0.00) but is less than or equal to the 2019 Cap Price, no amount will be payable by either party.

F3 · price: On April 29, 2019, concurrently with the termination of the 2017 Forward, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with the Counterparty with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. Such 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 will settle on a cash settlement basis or, at the election of the subsidiary of the reporting person with the consent of the Counterparty, on a physical settlement basis.

F4 · price: In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which will 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) exceeds the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person will pay to Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price is greater than or equal to the forward floor price of zero ($0.00) but is less than or equal to the 2019 Cap Price, no amount will be payable by either party.

F3 · derivative.exercise_date: On April 29, 2019, concurrently with the termination of the 2017 Forward, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with the Counterparty with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. Such 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 will settle on a cash settlement basis or, at the election of the subsidiary of the reporting person with the consent of the Counterparty, on a physical settlement basis.

F4 · derivative.exercise_date: In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which will 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) exceeds the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person will pay to Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price is greater than or equal to the forward floor price of zero ($0.00) but is less than or equal to the 2019 Cap Price, no amount will be payable by either party.

F3 · derivative.expiration_date: On April 29, 2019, concurrently with the termination of the 2017 Forward, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with the Counterparty with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. Such 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 will settle on a cash settlement basis or, at the election of the subsidiary of the reporting person with the consent of the Counterparty, on a physical settlement basis.

F4 · derivative.expiration_date: In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which will 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) exceeds the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person will pay to Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price is greater than or equal to the forward floor price of zero ($0.00) but is less than or equal to the 2019 Cap Price, no amount will be payable by either party.

Read SEC document
April 29, 2019 Filed May 1, 2019 17:04 UTC LendingTree, Inc. TREE · Entity 5694 OtherForward Sale Contract (Obligation to Sell) · Derivative 642,850 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-026063 · a4.xml · derivative · entry 1

GCI LIBERTY, INC. · CIK 0000808461 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wholly-Owned Subsidiary

Disclosed balance after: 0

Underlying: Common Stock · 642,850 shares

Expires not disclosed

F1 · derivative.exercise_price: On June 6, 2017, a subsidiary of the reporting person entered into a forward sale transaction (the "2017 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2017 Forward Number of Shares") of common stock of TREE (the "Common Stock"). Such subsidiary pledged the 2017 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 of the reporting person with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. On April 29, 2019, such subsidiary entered into a letter agreement with the Counterparty pursuant to which the 2017 Forward was terminated concurrently with entering into the 2019 Forward.

F2 · derivative.exercise_price: In the case of cash settlement, on the relevant settlement date for each component: (i) if the volume weighted average price per share of Common Stock on the valuation date for such component were lower than $128.0250 (the "2017 Floor Price"), the Counterparty would have been required to pay the subsidiary of the reporting person (in cash) the difference multiplied by the 2017 Forward Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component were higher than $211.6680 (the "2017 Cap Price"), the subsidiary of the reporting person would have been required to pay the Counterparty (in cash) the difference multiplied by the 2017 Forward Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component were greater than or equal to the 2017 Floor Price but less than or equal to the 2017 Cap Price, no amount would have been payable.

F1 · kind: On June 6, 2017, a subsidiary of the reporting person entered into a forward sale transaction (the "2017 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2017 Forward Number of Shares") of common stock of TREE (the "Common Stock"). Such subsidiary pledged the 2017 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 of the reporting person with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. On April 29, 2019, such subsidiary entered into a letter agreement with the Counterparty pursuant to which the 2017 Forward was terminated concurrently with entering into the 2019 Forward.

F2 · kind: In the case of cash settlement, on the relevant settlement date for each component: (i) if the volume weighted average price per share of Common Stock on the valuation date for such component were lower than $128.0250 (the "2017 Floor Price"), the Counterparty would have been required to pay the subsidiary of the reporting person (in cash) the difference multiplied by the 2017 Forward Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component were higher than $211.6680 (the "2017 Cap Price"), the subsidiary of the reporting person would have been required to pay the Counterparty (in cash) the difference multiplied by the 2017 Forward Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component were greater than or equal to the 2017 Floor Price but less than or equal to the 2017 Cap Price, no amount would have been payable.

F1 · price: On June 6, 2017, a subsidiary of the reporting person entered into a forward sale transaction (the "2017 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2017 Forward Number of Shares") of common stock of TREE (the "Common Stock"). Such subsidiary pledged the 2017 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 of the reporting person with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. On April 29, 2019, such subsidiary entered into a letter agreement with the Counterparty pursuant to which the 2017 Forward was terminated concurrently with entering into the 2019 Forward.

F2 · price: In the case of cash settlement, on the relevant settlement date for each component: (i) if the volume weighted average price per share of Common Stock on the valuation date for such component were lower than $128.0250 (the "2017 Floor Price"), the Counterparty would have been required to pay the subsidiary of the reporting person (in cash) the difference multiplied by the 2017 Forward Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component were higher than $211.6680 (the "2017 Cap Price"), the subsidiary of the reporting person would have been required to pay the Counterparty (in cash) the difference multiplied by the 2017 Forward Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component were greater than or equal to the 2017 Floor Price but less than or equal to the 2017 Cap Price, no amount would have been payable.

F1 · derivative.exercise_date: On June 6, 2017, a subsidiary of the reporting person entered into a forward sale transaction (the "2017 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2017 Forward Number of Shares") of common stock of TREE (the "Common Stock"). Such subsidiary pledged the 2017 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 of the reporting person with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. On April 29, 2019, such subsidiary entered into a letter agreement with the Counterparty pursuant to which the 2017 Forward was terminated concurrently with entering into the 2019 Forward.

F2 · derivative.exercise_date: In the case of cash settlement, on the relevant settlement date for each component: (i) if the volume weighted average price per share of Common Stock on the valuation date for such component were lower than $128.0250 (the "2017 Floor Price"), the Counterparty would have been required to pay the subsidiary of the reporting person (in cash) the difference multiplied by the 2017 Forward Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component were higher than $211.6680 (the "2017 Cap Price"), the subsidiary of the reporting person would have been required to pay the Counterparty (in cash) the difference multiplied by the 2017 Forward Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component were greater than or equal to the 2017 Floor Price but less than or equal to the 2017 Cap Price, no amount would have been payable.

F1 · derivative.expiration_date: On June 6, 2017, a subsidiary of the reporting person entered into a forward sale transaction (the "2017 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2017 Forward Number of Shares") of common stock of TREE (the "Common Stock"). Such subsidiary pledged the 2017 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 of the reporting person with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. On April 29, 2019, such subsidiary entered into a letter agreement with the Counterparty pursuant to which the 2017 Forward was terminated concurrently with entering into the 2019 Forward.

F2 · derivative.expiration_date: In the case of cash settlement, on the relevant settlement date for each component: (i) if the volume weighted average price per share of Common Stock on the valuation date for such component were lower than $128.0250 (the "2017 Floor Price"), the Counterparty would have been required to pay the subsidiary of the reporting person (in cash) the difference multiplied by the 2017 Forward Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component were higher than $211.6680 (the "2017 Cap Price"), the subsidiary of the reporting person would have been required to pay the Counterparty (in cash) the difference multiplied by the 2017 Forward Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component were greater than or equal to the 2017 Floor Price but less than or equal to the 2017 Cap Price, no amount would have been payable.

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July 06, 2018 Filed Jul 10, 2018 16:28 UTC LendingTree, Inc. TREE · Entity 5694 PurchaseCommon Stock 220,000 $213.99 $47,078,526.00
Disclosure

SEC source: 0001104659-18-044509 · a4.xml · nonDerivative · entry 1

GCI LIBERTY, INC. · CIK 0000808461 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Wholly-Owned Subsidiary

Disclosed balance after: 3,443,989

F1 · kind: As previously disclosed, a wholly-owned indirect subsidiary of the Reporting Person entered into an arrangement with a financial institution pursuant to which it purchased shares of the Issuer's common stock from such financial institution based on daily volume weighted average prices over an observation period.

F1 · price: As previously disclosed, a wholly-owned indirect subsidiary of the Reporting Person entered into an arrangement with a financial institution pursuant to which it purchased shares of the Issuer's common stock from such financial institution based on daily volume weighted average prices over an observation period.

F1 · balance_after: As previously disclosed, a wholly-owned indirect subsidiary of the Reporting Person entered into an arrangement with a financial institution pursuant to which it purchased shares of the Issuer's common stock from such financial institution based on daily volume weighted average prices over an observation period.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.