Sec Form 4 Filing - CAMPBELL STEVE @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person CAMPBELL STEVE 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, Chief Information Officer (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 11,991 D $ 0( 1 ) 0 D Common Stock 08/08/2003 D 400 D $ 0( 2 ) 0 I By Issue

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 28,575 ( 3 ) 08/02/2010 Common Stock 28,575 $ 0( 3 ) 0 D Stock Option $ 9.25 08/08/2003 D 28,574 ( 4 ) 01/07/2010 Common Stock 28,574 $ 0( 4 ) 0 D Stock Option $ 5.9685 08/08/2003 D 37,500 ( 5 ) 04/17/2010 Common Stock 37,500 $ 0( 5 ) 0 D Stock Option $ 2.795 08/08/2003 D 26,250 ( 6 ) 12/06/2010 Common Stock 26,250 $ 0( 6 ) 0 D Stock Option $ 3.437 08/08/2003 D 26,250 ( 7 ) 04/02/2011 Common Stock 26,250 $ 0( 7 ) 0 D Stock Option $ 7.87 08/08/2003 D 40,000 ( 8 ) 03/08/2012 Common Stock 40,000 $ 0( 8 ) 0 D Stock Option $ 13.18 08/08/2003 D 30,000 ( 9 ) 12/20/2012 Common Stock 30,000 $ 0( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAMPBELL STEVE 11115 RUSHMORE DRIVE CHARLOTTE, NC28277 SVP, Chief Information Officer Signatures Stephen J. Campbell 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 7,433 shares having a market value of $34.71 per share on the effective date of the merger. ( 2 )Disposed of pursuant to merger agreement between issuer and InterActiveCorp in exchange for 248 shares having a market value of $34.71 per share on the effective date of the merger. ( 3 )This option became fully vested and was assumed by InterActiveCorp in the merger and replaced with an option to purchase 17,714 shares of InterActiveCorp common stock at $8.89 per share. ( 4 )This option became fully vested and was assumed in InterActiveCorp in the merger and replaced with an option to purchase 17,713 shares of InterActiveCorp common stock at $14.92 per share. ( 5 )This option became fully vested and was assumed in InterActiveCorp in the merger and replaced with an option to purchase 23,247 shares of InterActiveCorp common stock at $9.63 per share. ( 6 )This option became fully vested and was assumed in InterActiveCorp in the merger and replaced with an option to purchase 16,272 shares of InterActiveCorp common stock at $4.51 per share. ( 7 )This option, became fully vested and was assumed in InterActiveCorp in the merger and replaced with an option to purchase 16,272 shares of InterActiveCorp common stock at $5.54 per share. ( 8 )This option became fully vested and was assumed in InterActiveCorp in the merger and replaced with an option to purchase 24,796 shares of InterActiveCorp common stock at $12.70 per share. ( 9 )This option became fully vested and was assumed in InterActiveCorp in the merger and replaced with an option to purchase 18,597 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.