Registration No. 333-152700
As filed with the Securities and Exchange Commission on November 28, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
LendingTree, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
6163
(Primary Standard Industrial
Classification Code Number)

26-2414818
(I.R.S. Employer
Identification Number)
11115 Rushmore Drive
Charlotte, North Carolina 28277
(704) 541-5351
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Katharine Pierce
General Counsel
LendingTree, Inc.
11115 Rushmore Drive
Charlotte, North Carolina 28277
(704) 541-5351
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

John D. Tishler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
12275 El Camino Real, Suite 200
San Diego, CA 92130

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o





If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o
 
Accelerated filer  ý
 
Non-accelerated filer  o  
(Do not check if a smaller reporting company)
 
Smaller reporting company  o






DEREGISTRATION OF UNSOLD SECURITIES

LendingTree, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 8 (this “Post-Effective Amendment”) to its Registration Statement, originally filed on Form S-1 (File No. 333-152700) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) on August 1, 2008 and post-effectively amended on Form S-3 on April 5, 2013, to deregister all securities registered with the Commission on the Registration Statement that remain unsold as of the date of this Post-Effective Amendment. The remaining unsold securities registered thereby are no longer being offered or sold pursuant to the Registration Statement.





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment No. 8 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on November 28, 2016.
 
 
 
 
LendingTree, Inc.
 
 
 
 
By:
 /s/ Katharine F. Pierce
 

Katherine F. Pierce
 
Senior Vice President, General Counsel & Corporate Secretary




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