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