calculated in accordance with Rule 13d-3. Assuming Mr. Diller instead were to acquire the 7,276,547 shares of Company Class B Common Stock by
exchanging shares of Company Common Stock acquired in the open market (or otherwise, other than from the Issuer) as permitted by the Governance Agreement, then the equity securities of the Issuer beneficially owned by Mr. Diller may be deemed
to represent approximately 9.5% of the outstanding Company Common Stock and approximately 50.3% of the voting power of the Issuer.
(b)
Not applicable.
(c) On February 15, 2020, (i) 10,151 restricted stock units with respect to Company Common Stock held by
Mr. Diller vested and Mr. Diller received 5,969 shares of Company Common Stock, after the withholding of 4,182 shares of Company Common Stock for the payment of taxes due, (ii) stock options to purchase 37,500 shares of Company Common
Stock at an exercise price of $105.13 per share held by Mr. Diller vested and (iii) stock options to purchase 37,500 shares of Company Common Stock at an exercise price of $119.04 per share held by Mr. Diller vested. On
March 13, 2020, Mr. Diller exercised stock options over 100,000 shares of Company Common Stock at an exercise price of $65.75 per share on a net settlement basis, acquiring a total of 2,587 shares of Company Common Stock, after
the withholding of 97,411 shares of Company Common Stock for the payment of the exercise price and taxes due. Other than as disclosed in this Amendment, no transactions were effected by Mr. Diller with respect to the Company Common Stock during
the 60 days preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to add the following
information at the end of such Item:
Amendment to Second Amended and Restated Governance Agreement
On April 10, 2020, the Issuer and Mr. Diller entered into Amendment No. 1 (the Amendment) to the Second
Amended and Restated Governance Agreement, dated as of April 15, 2019, between the Issuer and Mr. Diller (the Governance Agreement).
The Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the
Order), and was approved by the Special Litigation Committee of the Board of Directors of the Issuer formed on December 3, 2019 (the Special Litigation Committee) to, among other things, investigate and
evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Issuer in the consolidated action captioned In re Expedia Group Stockholders Litigation, Consolidated Case No. 2019-0494-JTL (the Delaware Litigation). Pursuant to the Governance Agreement, the Amendment was also authorized by a majority of the Independent Directors (as defined in the Governance
Agreement) of the Issuer.
Pursuant to the Governance Agreement, Mr. Diller has the right (the Purchase/Exchange
Right), previously exercisable through April 26, 2020, to (1) exchange with the Issuer (or its wholly owned subsidiary) an equivalent number of shares of Company Common Stock for, or (2) purchase from the Issuer (or its
wholly owned subsidiary), at a price per share equal to the average closing price of Company Common stock for the five trading days immediately preceding notice of exercise, up to 7,276,547 shares of Company Class B Common Stock.
Pursuant to the Order, Mr. Diller may not exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying
Mr. Diller that it has completed its investigation of the claims raised in the Delaware Litigation (the Completion Date). The Amendment extends the deadline by which Mr. Diller may exercise the Purchase/Exchange Right to
the close of business on the forty-fifth day following the Completion Date.
The foregoing descriptions of the Amendment and the
Purchase/Exchange Right do not purport to be complete and are subject to, and qualified in their entirety by, the Amendment, a copy of which is attached hereto as Exhibit 7(q) and is incorporated herein by reference, and the Governance Agreement,
copy of which is attached as Exhibit 7(m) to Amendment No. 3 to the Schedule 13D.
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