Amended Statement of Changes in Beneficial Ownership (4/a)
November 17 2020 - 05:16PM
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).
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
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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 * Dzielak Robert J |
2. Issuer Name and Ticker or Trading
Symbol Expedia Group, Inc. [ EXPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Legal Officer & Sec'y |
(Last)
(First)
(Middle)
C/O EXPEDIA GROUP, INC., 1111 EXPEDIA GROUP WAY W. |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/2/2018
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(Street)
SEATTLE, WA 98119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/6/2018
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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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Options to Purchase Common
Stock |
$104.5000 |
3/2/2018 (1) |
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A |
|
51280.0000 |
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(2) |
3/2/2025 |
Common Stock |
51280.0000 |
$0.0000 |
51280.0000 |
D |
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Explanation of
Responses: |
(1) |
In light of the ongoing
impact of the COVID-19 pandemic, on November 12, 2020 the
Compensation Committee of the Company's Board of Directors approved
an amendment to the Reporting Person's option granted on March 2,
2018 such that in the event certain stock price goals are not
satisfied, the options will otherwise vest on a schedule
representing a 4.5 month extension beyond the measurement period
for one-half of the options and a 17 month extension beyond the
performance measurement period for the remaining
options. |
(2) |
One-half of the options to
purchase the Company's common stock vests, upon satisfaction of a
stock price goal of $180 measured on the basis of the average of
the closing prices of the Company's common stock for either the six
or twelve-month period immediately preceding September 30, 2021, or
otherwise on February 15, 2022, subject to the Reporting Person's
continued service; and an additional one-half vests, upon
satisfaction of a stock price goal of $200 measured on the basis of
the average of the closing prices of the Company's common stock for
either the six or twelve-month period immediately preceding
September 15, 2021, or otherwise on February 15, 2023, subject to
the Reporting Person's continued service. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
Dzielak Robert J
C/O EXPEDIA GROUP, INC.
1111 EXPEDIA GROUP WAY W.
SEATTLE, WA 98119 |
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|
Chief Legal Officer & Sec'y |
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Signatures
|
/s/ Michael S. Marron,
Attorney-in-fact |
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11/17/2020 |
**Signature of Reporting
Person |
Date |