0001104659-18-017211.txt : 20180313 0001104659-18-017211.hdr.sgml : 20180313 20180313183655 ACCESSION NUMBER: 0001104659-18-017211 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180309 FILED AS OF DATE: 20180313 DATE AS OF CHANGE: 20180313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCI LIBERTY, INC. CENTRAL INDEX KEY: 0000808461 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34063 FILM NUMBER: 18687896 BUSINESS ADDRESS: STREET 1: 2550 DENALI ST STE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 9072655600 MAIL ADDRESS: STREET 1: 2550 DENALI STREET STREET 2: SUITE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 FORMER NAME: FORMER CONFORMED NAME: GENERAL COMMUNICATION INC DATE OF NAME CHANGE: 19920703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LendingTree, Inc. CENTRAL INDEX KEY: 0001434621 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 262414818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11115 RUSHMORE DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 704-943-8942 MAIL ADDRESS: STREET 1: 11115 RUSHMORE DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28277 FORMER COMPANY: FORMER CONFORMED NAME: Tree.com, Inc. DATE OF NAME CHANGE: 20080507 3 1 a3.xml 3 X0206 3 2018-03-09 0 0001434621 LendingTree, Inc. TREE 0000808461 GCI LIBERTY, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 Common Stock 3223989 I By Wholly-Owned Subsidiary Forward Sale Contract (Obligation to Sell) Common Stock 642850 I By Wholly-Owned Subsidiary On June 6, 2017, a wholly-owned subsidiary of Liberty Interactive (as defined in the Remarks section) entered into a forward sale transaction with a financial institution (the "Counterparty") with respect to 642,850 shares (the "Number of Shares") of Common Stock (as defined in the Remarks section). The Reporting Person has pledged the 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 Reporting Person with the consent of the Counterparty, on a physical settlement basis. The transaction will settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. 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 is lower than $128.0250 (the "Floor Price"), the Counterparty shall pay the Reporting Person (in cash) the difference multiplied by the Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component is higher than $211.6680 (the "Cap Price"), the Reporting Person shall pay the Counterparty (in cash) the difference multiplied by the Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component is greater than or equal to the Floor Price but less than or equal to the Cap Price, no amount will be payable. On March 9, 2018, the transactions contemplated by the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation ("Liberty Interactive"), Liberty Interactive LLC, and the Reporting Person, as amended, were completed. As a result, Liberty Interactive contributed to the Reporting Person, among other assets and liabilities, its entire equity interest in Ventures Holdco, LLC, which was the subsidiary (x) holding all of Liberty Interactive's shares of the Issuer's common stock and (y) party to the forward sale contract. On March 9, 2018, at 4:01 p.m., New York City time, Liberty Interactive completed its previously announced split-off (the ''Split-Off'') of the Reporting Person. In the Split-Off, Liberty Interactive redeemed (i) each outstanding share of its Series A Liberty Ventures common stock, $0.01 par value (''LVNTA''), for one share of the Reporting Person's Class A common stock, with no shares of LVNTA remaining outstanding, and (ii) each outstanding share of its Series B Liberty Ventures common stock, $0.01 par value (''LVNTB''), for one share of the Reporting Person's Class B common stock, with no shares of LVNTB remaining outstanding, with the effect that the Reporting Person was split-off from Liberty Interactive and Liberty Interacitve ceased to have an equity interest in the Reporting Person. In connection with the Split-Off, Liberty Interactive's beneficial ownership of the shares of common stock of the Issuer (the "Common Stock") and the forward sale contract were transferred to the Reporting Person. As the transfer of beneficial ownership of each of the Common Stock and the forward sale contract was part of a larger reorganization transaction involving the Reporting Person and Liberty Interactive, the Reporting Person does not admit that there was an acquisition for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended. GCI Liberty, Inc. By: /s/ Craig Troyer Title: Senior Vice President and Assistant Secretary 2018-03-13