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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase Common Stock | $ 5.95 | 08/20/2008 | J(6) | 1,807 | 08/20/2008 | 03/08/2012 | Common Stock | 1,807 | $ 0 | 1,807 | D | ||||
| Option to Purchase Common Stock | $ 2.6 | 08/20/2008 | J(6) | 2,065 | 08/20/2008 | 04/02/2011 | Common Stock | 2,065 | $ 0 | 2,065 | D | ||||
| Option to Purchase Common Stock | $ 6.99 | 08/20/2008 | J(6) | 1,638 | 08/20/2008 | 01/07/2010 | Common Stock | 1,638 | $ 0 | 1,638 | D | ||||
| Option to Purchase Common Stock | $ 4.58 | 08/20/2008 | J(6) | 1,742 | 08/20/2008 | 09/02/2009 | Common Stock | 1,742 | $ 0 | 1,742 | D | ||||
| Option to Purchase Common Stock | $ 3.92 | 08/20/2008 | J(6) | 596 | 08/20/2008 | 12/28/2008 | Common Stock | 596 | $ 0 | 596 | D | ||||
| Option to Purchase Common Stock | $ 9.96 | 08/20/2008 | J(6) | 1,291 | 08/20/2008 | 12/20/2012 | Common Stock | 1,291 | $ 0 | 1,291 | D | ||||
| Option to Purchase Common Stock | $ 2.11 | 08/20/2008 | J(6) | 1,651 | 08/20/2008 | 12/06/2010 | Common Stock | 1,651 | $ 0 | 1,651 | D | ||||
| Option to Purchase Common Stock | $ 8.48 | 08/21/2008 | A(7) | 589,850 | 08/21/2013 | 08/21/2018 | Common Stock | 589,850 | $ 0 | 589,850 | D | ||||
| Option to Purchase Common Stock | $ 25.43 | 08/21/2008 | A(7) | 589,850 | 08/21/2013 | 08/21/2018 | Common Stock | 589,850 | $ 0 | 589,850 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEBDA DOUGLAS R 11115 RUSHMORE DRIVE CHARLOTTE, NC 28277 |
X | Chairman & CEO | ||
| /s/ Jacqueline Jones as Attorney-in-Fact for Douglas R. Lebda | 02/17/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects the acquisition of common stock, par value $.01, of Tree.com ("Tree.com") in connection with the spin-off by IAC/InterActiveCorp ("IAC") of Tree.com (the "Spin-off"), which was completed following the close of the market on August 20, 2008. The distribution of Tree.com common stock was effected by way of a dividend, pursuant to which holders of IAC common stock on August 11, 2008 received one-thirtieth of one share of Tree.com common stock for every share of IAC common stock held. |
| (2) | Includes (i) 21,957 shares of Tree.com common stock held directly by the reporting person, (ii) 59 shares of Tree.com common stock held directly by the reporting person in an individual retirement account and (iii) 2,750 shares of Tree.com common stock subject to a variable prepaid forward contract, dated September 5, 2003, between the reporting person and a financial institution, which contract matures on September 5, 2008. |
| (3) | Represents the withholding of shares of Tree.com common stock to cover the payment of taxes in connection with the settlement of restricted stock units. No shares of Tree.com common stock were sold in connection with this settlement and related withholding. |
| (4) | Reflects the grant of restricted shares of Tree.com common stock as previously reported in the Current Report on Form 8-K filed by Tree.com on August 20, 2008. |
| (5) | Reflects shares of Tree.com common stock subject to a variable prepaid forward contract, dated September 5, 2003, between the reporting person's spouse and a financial institution, which contract matures on September 5, 2008. The reporting person disclaims beneficial ownership of these shares of Tree.com common stock. |
| (6) | In connection with the Spin-off, options to purchase IAC common stock granted prior to December 31, 2007 were converted into options to purchase common stock of each of IAC, HSN, ILG, Ticketmaster and Tree.com, with adjustments (to maintain pre- and post-Spin-off values) to the number of shares of common stock underlying each option and the per share exercise prices to reflect the Spin-off and reverse stock split. The post-conversion stock options have the same vesting and other applicable terms and conditions as such stock options had immediately prior to the Spin-off. Reflects the receipt of options to purchase Tree.com common stock in connection with the adjustment described immediately above. |
| (7) | Reflects the grant of options to purchase shares of Tree.com common stock as previously reported in the Current Report on Form 8-K filed by Tree.com on August 20, 2008. |