UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Tree.com Inc.
| (Name of Issuer) |
|
Common Stock |
| (Title of Class of Securities) |
|
894675107 |
| (CUSIP Number) |
|
|
| April 1, 2014 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 894675107
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SCHEDULE 13G/A
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Page 2
of 7 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
G2 Investment Partners Management LLC
(27-0711804)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
715,663
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
715,663
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 894675107
|
SCHEDULE 13G/A
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Page 3
of 7 Pages
|
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
G2 Investment Partners QP LP
(90-0915379)
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
633,656
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||
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6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
633,656
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|||
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8
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SHARED DISPOSITIVE POWER
0
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 894675107
|
SCHEDULE 13G/A
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Page 4
of 7 Pages
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| Item 1. | (a) Name of Issuer |
Tree.com Inc.
| (b) Address of Issuer’s Principal Executive Offices |
11115 Rushmore Drive , Charlotte, North Carolina 28277
| Item 2. | (a) Name of Person Filing |
G2 Investment Partners Management LLC
G2 Investment Partners QP LP
| (b) Address of Principal Business Office, or, if none, Residence |
One Rockefeller Plaza, 23rd Floor, New York, NY 10020
| (c) Citizenship |
Delaware
| (d) Title of Class of Securities |
Common Stock
| (e) CUSIP No.: |
894675107
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CUSIP No. 894675107
|
SCHEDULE 13G/A
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Page 5
of 7 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. 894675107
|
SCHEDULE 13G/A
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Page
6 of 7 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
G2 Investment Partners Management LLC
(a) Amount beneficially owned: 715,663
(b) Percent of class: 6.3%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 715,663
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 715,663
(iv) Shared power to dispose or to direct the disposition of: 0
G2 Investment Partners QP LP
(a) Amount beneficially owned: 633,656
(b) Percent of class: 5.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 633,656
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 663,3656
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect
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CUSIP No. 894675107
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SCHEDULE 13G/A
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Page 7
of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 15, 2014
| G2 Investment Partners Management LLC | |||
| By: | Josh Goldberg | ||
| Name: | Josh Goldberg | ||
| Title: | Managing Member | ||
| G2 Investment Partners QP LP | |||
| By: G2 Investment Partners Management LLC | |||
| By: | Josh Goldberg | ||
| Name: | Josh Goldberg | ||
| Title: | Managing Member | ||