Statement of Changes in Beneficial Ownership (4)
July 30 2019 - 5:04PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Liberty Expedia Holdings, Inc.
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2. Issuer Name
and
Ticker or Trading Symbol
Expedia Group, Inc.
[
EXPE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Wholly Owned Subsidiary
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(Last)
(First)
(Middle)
C/O EXPEDIA GROUP, INC., 333 - 108TH AVENUE N.E.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/26/2019
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(Street)
BELLEVUE, WA 98004
(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
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7/26/2019
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J
(1)
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5523452.0000
(1)
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A
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$0
(1)
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16600124.0000
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D
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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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Class B Common Stock
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$0.0000
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7/26/2019
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J
(1)
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5523452.0000
(1)
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(2)
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(2)
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Common Stock
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5523452.0000
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$0.0000
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7276547.0000
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I
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Held through wholly owned subsidiary
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Explanation of Responses:
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(1)
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On July 26, 2019, pursuant to the Exchange Agreement, dated as of April 15, 2019, by and among Barry Diller, The Diller - von Furstenberg Foundation d/b/a The Diller - von Furstenberg Family Foundation, the reporting person and Expedia Group, Inc., the reporting person exchanged 5,523,452 shares of Expedia Group Class B common stock held by it for the same number of shares of Expedia Group common stock. Thereafter, pursuant to the Agreement and Plan of Merger, dated as of April 15, 2019, by and among Expedia Group, LEMS I LLC, ("Merger LLC"), LEMS II Inc. ("Merger Sub"), and the reporting person, as amended, Merger Sub merged with and into the reporting person (the "Merger"), with the reporting person surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the reporting person merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Expedia Group.
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(2)
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Shares of Expedia Group Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of Expedia Group common stock at any time and do not have an expiration date.
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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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Liberty Expedia Holdings, Inc.
C/O EXPEDIA GROUP, INC.
333 - 108TH AVENUE N.E.
BELLEVUE, WA 98004
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Wholly Owned Subsidiary
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Signatures
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Liberty Expedia Holdings, Inc. (LEMS I LLC) /s/ Michael S. Marron, Senior Vice President, Legal
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7/30/2019
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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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