Expedia Group, Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Expedia, Inc. (EXPE)
CIK: 0001324424
Period of Report: 2012-01-01

Reporting Person: Tazon Jose A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Stock Units	$	A	396.1230	Acquired		Common Stock (396.1230)	Direct

Footnotes

F1: Stock units are convertible into common stock on a 1-for-1 basis.

F2: Represents 387.664 stock units accrued under the Expedia, Inc. Non-Employee Director Deferred Compensation Plan (the "Plan") in lieu of director cash compensation for the quarter ended December 31, 2011 and 8.459 stock units (as adjusted to reflect the Spin-Off as described below) accrued under the Plan in connection with a dividend paid by Expedia, Inc. during the quarter ended December 31, 2011.

F3: 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.

F4: Reflects the adjustment of units in connection with the spin-off of TripAdvisor, Inc. by Expedia, Inc. which was completed on December 20, 2011 (the "Spin-Off"). The Spin-Off was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split") and was effected by way of a reclassification. In connection with the Spin-Off, the reporting person's stock units for old Expedia common stock converted into stock units for new Expedia common stock, with adjustments to the number of shares subject to each stock unit 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.