Statement of Changes in Beneficial Ownership (4)
December 16 2014 - 4:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BOYD JEFFERY H
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2. Issuer Name
and
Ticker or Trading Symbol
Priceline Group Inc.
[
PCLN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
THE PRICELINE GROUP INC., 800 CONNECTICUT AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2014
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(Street)
NORWALK, CT 06854
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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12/15/2014
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S
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100
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D
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$1077.94
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173525
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D
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Common Stock
(1)
(2)
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12/15/2014
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S
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188
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D
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$1079.47
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173337
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D
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Common Stock
(1)
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12/15/2014
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S
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100
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D
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$1081.31
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173237
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D
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Common Stock
(1)
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12/15/2014
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S
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100
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D
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$1083.16
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173137
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D
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Common Stock
(1)
(3)
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12/15/2014
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S
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200
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D
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$1086.16
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172937
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D
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Common Stock
(1)
(4)
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12/15/2014
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S
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308
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D
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$1087.42
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172629
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D
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Common Stock
(1)
(5)
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12/15/2014
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S
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288
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D
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$1089.70
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172341
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D
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Common Stock
(1)
(6)
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12/15/2014
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S
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200
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D
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$1090.86
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172141
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D
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Common Stock
(1)
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12/15/2014
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S
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100
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D
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$1092.89
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172041
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D
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Common Stock
(1)
(7)
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12/15/2014
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S
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200
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D
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$1094.41
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171841
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D
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Common Stock
(1)
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12/15/2014
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S
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50
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D
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$1095.78
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171791
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D
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Common Stock
(1)
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12/15/2014
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S
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100
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D
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$1098.68
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171691
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D
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Common Stock
(1)
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12/15/2014
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S
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166
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D
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$1102.23
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171525
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D
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Common Stock
(1)
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12/15/2014
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S
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100
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D
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$1105.47
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171425
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D
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Common Stock
(1)
(8)
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12/15/2014
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S
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500
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D
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$1107.33
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170925
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D
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Common Stock
(1)
(9)
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12/15/2014
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S
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300
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D
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$1109.47
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170625
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D
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Common Stock
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166
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I
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See F/N
(10)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The shares were sold pursuant to a sales plan, dated March 7, 2014, which complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
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(
2)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,079.04 - $1,079.96. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
3)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,086.12 - $1,086.19. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
4)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,087.15 - $1,087.84. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
5)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,089.22 - $1,090.01. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
6)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,090.49 - $1,091.23. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
7)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,093.93 - $1,094.89. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
8)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,107.01 - $1,107.86. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
9)
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Represents the weighted average sales price. The range of prices received for the reported transactions was $1,109.10 - $1,110.08. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
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(
10)
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Represents 166 shares held by an immediate family member. Mr. Boyd disclaims beneficial ownership of these shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BOYD JEFFERY H
THE PRICELINE GROUP INC.
800 CONNECTICUT AVENUE
NORWALK, CT 06854
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X
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Signatures
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/s/ Jeffery H. Boyd
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12/16/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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