Sec Form 4 Filing - FLEMMA JR ROBERT @ 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 FLEMMA JR ROBERT 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) SVP and General Counsel (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 25,000 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 $ 5.51 08/08/2003 D 27,940 ( 2 ) 10/18/2009 Common Stock 27,940 $ 0( 2 ) 0 D Stock Option $ 9.25 08/08/2003 D 22,860 ( 3 ) 01/07/2010 Common Stock 22,860 $ 0( 3 ) 0 D Stock Option $ 2.795 08/08/2003 D 12,200 ( 4 ) 12/06/2010 Common Stock 12,200 $ 0( 4 ) 0 D Stock Option $ 3.437 08/08/2003 D 35,000 ( 5 ) 04/02/2011 Common Stock 35,000 $ 0( 5 ) 0 D Stock Option $ 7.87 08/08/2003 D 40,000 ( 6 ) 03/08/2012 Common Stock 40,000 $ 0( 6 ) 0 D Stock Option $ 13.18 08/08/2003 D 25,000 ( 7 ) 12/20/2012 Common Stock 25,000 $ 0( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLEMMA JR ROBERT 11115 RUSHMORE DRIVE CHARLOTTE, NC28277 SVP and General Counsel Signatures Robert J. Flemma, Jr. 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 15,498 shares of InterActiveCorp common stock having a market value of $34.71 per share on the effective date of the merger. ( 2 )This option, which was fully vested, was assumed by InterActiveCorp in the merger and replaced with an option to purchase 17,320 shares of InterActiveCorp common stock at $8.89 per share. ( 3 )This option, which was fully vested, was assumed by InterActiveCorp in the merger and replaced with an option to purchase 14,171 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 7,563 shares of InterActiveCorp common stock at $4.51 per share. ( 5 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 21,697 shares of InterActiveCorp common stock at $5.54 per share. ( 6 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 24,796 shares of InterActiveCorp common stock at $12.70 per share. ( 7 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 15,498 shares of InterActiveCorp common stock at $21.26 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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