Filed Pursuant to Rule 424(b)(3)

Registration No. 333-152700

 

Prospectus Supplement No. 4

to Prospectus Dated September 9, 2008

 

Tree.com, Inc.

 

 

16,654,428 Shares of Common Stock, Par Value $0.01 Per Share

 

This prospectus supplement No. 4 supplements and amends information in the prospectus dated September 9, 2008, as supplemented by prospectus supplement No. 1 dated November 10, 2008, prospectus supplement No. 2 dated December 17, 2008, and prospectus supplement No. 3 dated January 29, 2009 (collectively, the “Prospectus”).  You should read this prospectus supplement in conjunction with the Prospectus.  This supplement is qualified by reference to the Prospectus, except to the extent that the information herein supersedes the information contained in the Prospectus.

 

This prospectus supplement includes our Current Reports on Form 8-K dated February 2, 2009 and February 5, 2009, in each case as filed with the Securities and Exchange Commission on February 5, 2009.

 

 

In reviewing this prospectus supplement and the Prospectus, you should carefully consider the risks under “Risk Factors” beginning on page 8 of the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete.  Any representation to the contrary is a criminal offense.

 

This supplement is part of the Prospectus and must accompany the Prospectus to satisfy prospectus delivery requirements under the Securities Act of 1933, as amended.

 

 

The date of this prospectus supplement is February 5, 2009.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 2, 2009

 

Tree.com, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Registrant’s telephone number, including area code:  (704) 541-5351

 

 Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02.                                          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 2, 2009, Tree.com, Inc. (the “Company”) entered into an Amended Employment and Release Agreement with Bret Violette, the Company’s President of Real Estate. Pursuant to the terms of this amendment, the Company will continue to pay Mr. Violette’s base salary and guaranteed bonus payments through July 15, 2009.  Except as provided herein, the material terms of Mr. Violette’s original employment agreement remain unchanged. Mr. Violette will step down as an executive officer of the Company effective February 27, 2009.  A copy of the amendment is filed as Exhibit 10.1.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit Number		Description
10.1		Amended Employment and Release Agreement entered into as of the 2nd day of February, 2009, by and between Bret Violette and the Company.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: February 4, 2009

 

	TREE.COM, INC.
	By:	/S/ MATTHEW PACKEY
		Matthew Packey
		Senior Vice President and Chief Financial Officer

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 5, 2009

 

Tree.com, Inc.

(Exact name of registrant as specified in charter)

 

 

Registrant’s telephone number, including area code:   (704) 541-5351

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02.              Results of Operations and Financial Condition.

 

On February 5, 2009, Tree.com, Inc. announced financial results for the fourth quarter ended December 31, 2008.  A copy of the related press release is furnished as Exhibit 99.1.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated February 5, 2009, with respect to the Company’s financial results for the fourth quarter ended December 31, 2008

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: February 5, 2009

 

	TREE.COM, INC.
	By:	/S/ MATTHEW PACKEY
		Matthew Packey
		Senior Vice President and Chief Financial Officer

 

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