Sec Form 4 Filing - TOZER W JAMES JR @ LENDINGTREE INC - 2003-08-06

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 TOZER W JAMES JR 2. Issuer Name and Ticker or Trading Symbol LENDINGTREE INC [ TREE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11115 RUSHMORE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2003 (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 5,653 D $ 0( 1 ) 0 I By Spouse Common Stock ( 5 ) 08/08/2003 D 662,803 D $ 0( 2 ) 0 D Common Stock( 6 ) 08/08/2003 D 2,500 D $ 0( 3 ) 0 I By The W. James Tozer Family Trust; W. James Tozer, Jr., Trustee Common Stock ( 6 ) 08/08/2003 D 43,000 D $ 0( 4 ) 0 I By The Virginia S. Tozer Family Trust; W. James Tozer, Jr., Trustee

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 Transact ion(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 $ 7.75 08/08/2003 D 5,000 ( 7 ) 06/20/2010 Common Stock 5,000 $ 0( 7 ) 0 D Stock Option $ 7.145 08/08/2003 D 5,000 ( 8 ) 05/24/2011 Common Stock 5,000 $ 0( 8 ) 0 D Stock Option $ 4.72 08/08/2003 D 8,687 ( 9 ) 08/23/2011 Common Stock 8,687 $ 0( 9 ) 0 D Stock Option $ 15.1 08/08/2003 D 4,366 ( 10 ) 04/24/2012 Common Stock 4,366 $ 0( 10 ) 0 D Stock Option $ 13.51 08/08/2003 D 4,826 ( 11 ) 04/24/2013 Common Stock 4,826 $ 0( 11 ) 0 D Series A 8% Convertible Preferred Stock ( 12 ) 08/08/2003 D 250,000 05/24/2001 ( 13 ) Common Stock 273,547 $ 0( 14 ) 0 D Series A 8% Convertible Preferred Stock ( 12 ) 08/08/2003 D 50,000 05/24/2001 ( 13 ) Common Stock 54,709 $ 0( 15 ) 0 I By W. James Tozer Family Trust; W. James Tozer, Jr., Trustee

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TOZER W JAMES JR 11115 RUSHMORE DRIVE CHARLOTTE, NC28277 X Signatures W. James Tozer, 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 3,504 shares of InterActiveCorp common stock 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 410,872 shares of InterActiveCorp common stock having a market value of $34.71 per share on the effective date of the merger. ( 3 )Disposed of pursuant to merger agreement between issuer and InterActiveCorp in exchange for 1,550 shares of InterActiveCorp common stock having a market value of $34.71 per share on the effective date of the merger. ( 4 )Disposed of pursuant to merger agreement between issuer and InterActiveCorp in exchange for 26,656 shares of InterActiveCorp common stock having a market value of $34.71 per share on the effective date of the merger. ( 5 )Pledged 300,000 shares to Merrill Lynch as of June 4, 2003 and pledged 102,500 shares to Smith Barney as of March 10, 2003. ( 6 )The Reporting Person disclaims ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 7 )This option, which was fully vested, was assumed by InterActiveCorp in the merger and replaced with an option to purchase 3,100 shares of InterActiveCorp common stock at $12.50 per share. ( 8 )This option, which was fully vested, was assumed by InterActiveCorp in the merger and replaced with an option to purchase 3,100 shares of InterActiveCorp common stock at $11.53 per share. ( 9 )This option, which was fully vested, was assumed by InterActiveCorp in the merger and replaced with an option to purchase 5,385 shares of InterActiveCorp common stock at $7.61 per share. ( 10 )This option, which was fully vested, was assumed by InterActiveCorp in the merger and replaced with an option to purchase 2,706 shares of InterActiveCorp common stock at $24.36 per share. ( 11 )This option, of which 2,413 shares vested upon the merger, was assumed by InterActiveCorp in the merger and replaced with an option to purchase 1,496 shares of InterActiveCorp common stock at $21.79 per share. The remaining options were terminated in connection with the merger. ( 12 )1-for-1.0942 ( 13 )Not Applicable. ( 14 )Disposed of pursuant to merger agreement between issuer and InterActiveCorp in exchange for 169,575 shares of InterActiveCorp common stock having a market value of $34.71 per share on the effective date of the merger. ( 15 )Disposed of pursuant to merger agreement between issuer and InterActiveCorp in exchange for 33,915 shares of InterActiveCorp common stock having a market value of $34.71 per share on the effective date of the merger.

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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