Sec Form 4 Filing - PACKEY MATTHEW A @ LENDINGTREE INC - 2003-08-08

FORM 4 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 PACKEY MATTHEW A 2. Issuer Name and Ticker or Trading Symbol LENDINGTREE INC [ TREE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP and Controller (Last) (First) (Middle) 11115 RUSHMORE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2003 (Street) CHARLOTTE, NC28277 4. If Amendment, Date Original Filed (MM/DD/YY) 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 08/08/2003 D 16,743 D $ 0( 1 ) 0 D

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 Stock Option $ 9.25 08/08/2003 D 13,875 ( 2 ) 01/04/2010 Common Stock 13,875 $ 0( 2 ) 0 D Stock Option $ 9.25 08/08/2003 D 603 ( 3 ) 01/07/2010 Common Stock 603 $ 0( 3 ) 0 D Stock Option $ 11 08/08/2003 D 984 ( 4 ) 02/11/2010 Common Stock 984 $ 0( 4 ) 0 D Stock Option $ 2.795 08/08/2003 D 15,000 ( 5 ) 12/06/2010 Common Stock 15,000 $ 0( 5 ) 0 D Stock Option $ 4.0625 08/08/2003 D 750 ( 6 ) 02/08/2011 Common Stock 750 $ 0( 6 ) 0 D Stock Option $ 3.437 08/08/2003 D 25,000 ( 7 ) 04/02/2011 Common Stock 25,000 $ 0( 7 ) 0 D Stock Option $ 7.87 08/08/2003 D 12,500 ( 8 ) 03/08/2012 Common Stock 12,500 $ 0( 8 ) 0 D Stock Option $ 14.13 08/08/2003 D 11,000 ( 9 ) 01/17/2013 Common Stock 11,000 $ 0( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PACKEY MATTHEW A 11115 RUSHMORE DRIVE CHARLOTTE, NC28277 VP and Controller Signatures Matthew A. Packey 08/12/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to merger agreement between issuer and InterActiveCorp in exchange for 10,379 shares having a market value of $34.71 per share on the effective date of the merger. ( 2 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 8,601 shares of InterActiveCorp common stock at $14.92 per share. ( 3 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 374 shares of InterActiveCorp common stock at $14.92 per share. ( 4 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 610 shares of InterActiveCorp common stock at $17.74 per share. ( 5 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 9,299 shares of InterActiveCorp common stock at $4.51 per share. ( 6 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 465 shares of InterActiveCorp common stock at $6.55 per share. ( 7 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 15,497 shares of InterActiveCorp common stock at $5.54 per share. ( 8 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 7,748 shares of InterActiveCorp common stock at $12.70 per share. ( 9 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 6,819 shares of InterActiveCorp common stock at $22.79 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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