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Booking Holdings Inc. Director's Dealing 2012

Jul 18, 2012

29801_dirs_2012-07-18_c44291b4-2bfc-4e47-b3e1-7d80972d22ea.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRICELINE COM INC (PCLN)
CIK: 0001075531
Period of Report: 2012-07-16

Reporting Person: BOYD JEFFERY H (Director, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-07-16 Common Stock S 300 $636.54 Disposed 204780 Direct
2012-07-16 Common Stock S 200 $637.12 Disposed 204580 Direct
2012-07-16 Common Stock S 1100 $638.85 Disposed 203480 Direct
2012-07-16 Common Stock S 400 $639.79 Disposed 203080 Direct

Holdings (Non-Derivative)

Security Shares Ownership
2012 Performance Share Units 6967 Direct
2011 Performance Share Units 9682 Direct
2010 Performance Share Units 12404 Direct
Common Stock 166 Indirect

Footnotes

F1: The shares were sold pursuant to a sales plan dated November 22, 2010 (the "2010 Plan") which complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. The terms of the 2010 Plan were summarized in a Form 8-K filed with the Securities and Exchange Commission on November 24, 2010. The existence of the 2010 Plan, the total shares subject to the 2010 Plan and the date of adoption of the 2010 Plan were disclosed in priceline.com's proxy statement filed with the Securities and Exchange Commission on April 29, 2011 (page 33) and April 24, 2012 (page 29).

F2: Represents the weighted average sales price. The range of prices received for the reported transactions was $636.08 - $637.05. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.

F3: Represents the weighted average sales price. The range of prices received for the reported transactions was $638.45 - $639.20. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.

F4: Represents the weighted average sales price. The range of prices received for the reported transactions was $639.54 - $640.13. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.

F5: Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors.

F6: Shares held by an immediate family member, of which Mr. Boyd disclaims beneficial ownership.