Expedia Group, Inc. — Director's Dealing 2012

Mar 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Expedia, Inc. (EXPE)
CIK: 0001324424
Period of Report: 2012-03-26

Reporting Person: Liberty Interactive Corp (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-26	Forward Sale Contract	$	J	1	Acquired		Common Stock (12000000)	Indirect

Footnotes

F1: On March 26, 2012, the Reporting Person entered into a post-paid forward sale contract with a financial institution (the "Counterparty") with respect to 12,000,000 shares (the "Number of Shares") of Common Stock (the "Shares"). The trade date is March 26, 2012 and the forward price is $34.316. The transaction will settle on a physical settlement basis or, at the election of the Reporting Person, on a cash settlement or net share settlement basis. If physical settlement occurs, the Reporting Person will deliver the Number of Shares to the Counterparty on or about October 8, 2012 (the third trading day following the maturity date) in return for the forward price multiplied by the Number of Shares.

F2: If cash or net share settlement is elected, there will be an unwind period of 20 trading days (subject to extension) beginning on the maturity date, during which an unwind reference price will be determined. The unwind reference price, which will be the average of the volume weighted average prices of the Shares over the unwind period plus a specified amount per share, will be compared to the forward price at the end of the unwind period and (i) if the unwind reference price is lower than the forward price, the Counterparty shall pay the Reporting Person (in cash or in value of Shares) the difference multiplied by the Number of Shares, and (ii) if the unwind reference price is higher than the forward price, the Reporting Person shall pay the Counterparty (in cash or in value of Shares) the difference multiplied by the Number of Shares. The Reporting Person has pledged 12,000,000 Shares to the Counterparty as collateral to secure its obligations under the forward sale contract.