Booking Holdings Inc. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRICELINE COM INC (PCLN)
CIK: 0001075531
Period of Report: 2012-03-04

Reporting Person: Fogel Glenn D (Hd Worldwide Strat & Planning)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-04	2012 Performance Share Unit Grant	A	3097	—	Acquired	3097	Direct
2012-03-04	Common Stock	A	8000	—	Acquired	16073	Direct
2012-03-04	Common Stock	F	3671	$645.86	Disposed	12402	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
2011 Performance Share Units	3098	Direct
2010 Performance Share Units	5089	Direct

Footnotes

F1: On March 4, 2012, Mr. Fogel was granted 3,097 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Fogel, which could be as many as two times the initial grant or, alternatively, no shares, will depend upon, among other things, the Company's financial performance. The shares, if any, will be issued on or about March 4, 2015 or earlier, in the event of, among other things, a "change in control", (as defined in the performance share unit agreement) of the Company and/or termination of employment in certain circumstances.

F2: On March 4, 2012, restricted stock units, which were originally issued on March 4, 2009, vested pursuant to their terms resulting in the issuance of 8,000 shares of priceline.com common stock.

F3: On March 4, 2012, 3,671 shares of priceline.com's common stock were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units of Mr. Fogel.

F4: 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.

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