Initial Statement of Beneficial Ownership (3)
May 15 2020 - 4:45PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Silver Lake Group, L.L.C. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/5/2020
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3. Issuer Name and Ticker or Trading Symbol
Expedia Group, Inc. [EXPE]
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(Last)
(First)
(Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 |
4. 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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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Series A Preferred Stock (1)(2) | 600000 | I | Held through SLP V Fort Holdings II, L.P. (1)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrants (1)(2) | (3) | 5/5/2030 | Common Stock | 4200000 (3) | $72.00 | I | Held through SLP Fort Aggregator II, L.P. (1)(5) |
| Explanation of Responses: |
| (1) | This Form 3 is filed by SLP V Fort Holdings II, L.P. ("SLP Fort Holdings II"), SLP V Fort GP II, L.L.C. ("SLP Fort GP II"), SLP Fort Aggregator II, L.P. ("SLP Aggregator"), SLP V Aggregator GP, L.L.C. ("SLP Aggregator GP"), Silver Lake Technology Associates V, L.P. ("SLTA V"), SLTA V (GP), L.L.C. ("SLTA V GP"), and Silver Lake Group, L.L.C. ("SLG"). Mr. Greg Mondre serves as a member of the board of directors of Expedia Group, Inc. (the "Issuer") and as a Co-CEO and Managing Member of SLG. Each of SLP Fort Holdings II, SLP Fort GP II, SLP Aggregator, SLP Aggregator GP, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer. |
| (2) | On April 23, 2020, SLP Fort Holdings II and SLP Aggregator entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which SLP Fort Holdings II purchased 600,000 shares of Series A Preferred Stock, par value $0.001 per share, and SLP Aggregator purchased warrants ("Warrants") to purchase 4.2 million shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"). |
| (3) | The Warrants are exercisable at any time, subject to receipt of any required approvals under applicable competition laws necessary in connection with the issuance of shares of Common Stock upon exercise. The Warrants are exercisable at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Issuer on the Common Stock. The Warrants are exercisable solely on a net settlement basis. |
| (4) | Represents securities held by SLP Fort Holdings II. SLP Fort GP II is the general partner of SLP Fort Holdings II. SLTA V is the managing member of SLP Fort GP II. SLTA V GP is the general partner of SLTA V. SLG is the managing member of SLTA V GP. |
| (5) | Represents securities held by SLP Aggregator. SLP Aggregator GP is the general partner of SLP Aggregator. SLTA V is the managing member of SLP Aggregator GP. SLTA V GP is the general partner of SLTA V. SLG is the managing member of SLTA V GP. |
Remarks:
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 | X |
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SLTA V (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 | X |
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Silver Lake Technology Associates V, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 | X |
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SLP V Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 | X |
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SLP Fort Aggregator II, L.P
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 | X |
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SLP V Fort GP II, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 | X |
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SLP V Fort Holdings II, L.P
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 | X |
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Mondre Greg
C/O SILVER LAKE, 55 HUDSON YARDS,
550 WEST 34TH STREET, 40TH FLOOR
NEW YORK, NY 10001 | X |
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Signatures
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| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. | | 5/15/2020 |
| **Signature of Reporting Person | Date |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C. | | 5/15/2020 |
| **Signature of Reporting Person | Date |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P. | | 5/15/2020 |
| **Signature of Reporting Person | Date |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., managing member of SLP V Aggregator GP, L.L.C. | | 5/15/2020 |
| **Signature of Reporting Person | Date |
| By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., GP of Silver Lake Technology Associates V, L.P., managing member of SLP V Aggregator GP, L.L.C., GP of SLP Fort Aggregator II, L.P. | | 5/15/2020 |
| **Signature of Reporting Person | Date |
| By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., managing member of SLP V Fort GP II, L.L.C. | | 5/15/2020 |
| **Signature of Reporting Person | Date |
| By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., GP of Silver Lake Technology Associates V, L.P., managing member of SLP V Fort GP II, L.L.C., GP of SLP V Fort Holdings II, L.P. | | 5/15/2020 |
| **Signature of Reporting Person | Date |
| /s/ Greg Mondre | | 5/15/2020 |
| **Signature of Reporting Person | Date |
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