SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Statement of
BARRY
DILLER
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
EXPEDIA
GROUP, INC.
Barry Diller (Mr. Diller) is filing this statement on Schedule 13D with respect to
the shares of common stock, par value $0.0001 per share (the Company Common Stock), of Expedia Group, Inc., a Delaware corporation (the Issuer or the Company). The Schedule 13D originally
filed with the Securities and Exchange Commission (the SEC) with respect to the Issuer by Mr. Diller on November 14, 2016, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on March 7, 2018,
Amendment No. 2 to the Schedule 13D filed with the SEC on February 4, 2019, Amendment No. 3 to the Schedule 13D filed with the SEC on April 16, 2019 and Amendment No. 4 to the Schedule 13D filed with the SEC on July 26,
2019 (collectively, the Schedule 13D), is hereby amended and supplemented to include the information set forth herein.
This amendment to the Schedule 13D (this Amendment and together with the Schedule 13D, this Statement)
constitutes Amendment No. 5 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4. Purpose of the Transaction
The information contained in Item 4 of the Schedule 13D is hereby amended to add the following information at the end of such Item:
On December 4, 2019, the Company issued a press release in connection with its annual meeting of stockholders and related matters, in
which Mr. Diller states, I will be purchasing additional shares in the Company as a tangible sign of my faith in and commitment to Expedias long-term future. Depending on market conditions and other factors, including the
market price for the Company Common Stock, the Companys trading policy for its officers and directors, and subject to any restrictions or limitations described in Items 5 and 6 of this Statement or contained in the agreements attached as
Exhibits to this Statement, these purchases may be commenced or suspended at any time or from time to time without prior notice, and Mr. Diller may purchase additional shares of Company Common Stock in the open market or in private
transactions.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:
(a) Mr. Diller is the beneficial owner of 537,500 shares of Company Common Stock (assuming the exercise of options to purchase 537,500
shares of Company Common Stock held by Mr. Diller and exercisable within 60 days of December 4, 2019) and 12,799,999 shares of Company Class B Common Stock (which consists of (i) 5,083,900 shares of Class B common stock,
$0.0001 par value (Class B Common Stock), held by Mr. Diller, (ii) 439,552 shares of Class B Common Stock held by the Family Foundation (as to which Mr. Diller disclaims beneficial ownership) and
(iii) 7,276,547 shares of Class B Common Stock that Mr. Diller has the right to acquire through the Purchase/Exchange Right), which shares of Company Common Stock constitute approximately 0.4% of the total number of outstanding shares of
Company Common Stock and which shares of Class B Common Stock held by Mr. Diller and the Family Foundation constitute 100% of the outstanding shares of Company Class B
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