Expedia Group, Inc. — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Expedia, Inc. (EXPE)
CIK: 0001324424
Period of Report: 2012-03-30

Reporting Person: Tazon Jose A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-01	Common Stock	M	3046.0000	$0.0000	Acquired	9522.0000	Direct
2012-06-01	Common Stock	F	183.0000	$45.8900	Disposed	9339.0000	Direct
2012-06-02	Common Stock	M	5070.0000	$0.0000	Acquired	14409.0000	Direct
2012-06-02	Common Stock	F	305.0000	$44.6500	Disposed	14104.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Stock Units	$	A	10.3400	Acquired		Common Stock (10.3400)	Direct
2012-06-01	Restricted Stock Units	$0.0000	M	3046.0000	Disposed	2014-06-01	Common Stock (3046.0000)	Direct
2012-06-01	Restricted Stock Units	$0.0000	A	5447.0000	Acquired	2015-06-01	Common Stock (5447.0000)	Direct
2012-06-02	Restricted Stock Units	$0.0000	M	5070.0000	Disposed	2012-06-02	Common Stock (5070.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.0000	2013-06-08	Common Stock (8865.0000)	8865.0000	Direct

Footnotes

F1: Includes shares of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), received in connection with the spin-off of TripAdvisor, Inc. ("TripAdvisor") by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split") was effected by way of a reclassification, pursuant to which each share of Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of New Expedia Common Stock and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock").

F2: Stock units are convertible into common stock on a 1-for-1 basis.

F3: Represents stock units accrued under the Expedia, Inc. Non-Employee Director Deferred Compensation Plan in connection with a dividend paid by Expedia, Inc. during the quarter ended March 31, 2012.

F4: Stock units under the Expedia, Inc. Non-Employee Director Deferred Compensation Plan are to be settled in shares of common stock of Expedia, Inc. after the reporting person's termination of services as a director.

F5: In connection with the Spin-Off, the reporting person's restricted stock units ("RSUs") for Old Expedia Common Stock converted into RSUs for New Expedia Common Stock, with adjustments to the number of shares subject to each RSU based on (1) the value of Expedia common stock prior to the Spin-Off and Reverse Stock Split and (2) the value of the common stock of Expedia after giving effect to the Spin-Off and the Reverse Stock Split.

F6: Other than the adjustments described above, RSUs for New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same vesting periods, as his RSUs for Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. One-third of the total number of RSUs vest on the first anniversary, or the following June 1 for grants beginning with the 12/6/11 grant, and an additional one-third each anniversary thereafter until the RSUs are fully vested.

F7: Date at which first vesting occurs is indicated. One-third of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-third on each anniversary thereafter until the RSUs are fully vested.