Expedia Group, Inc. — Director's Dealing 2012

Aug 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Expedia, Inc. (EXPE)
CIK: 0001324424
Period of Report: 2012-07-31

Reporting Person: KHOSROWSHAHI DARA (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-02	Common Stock	M	320000.0000	$0.0000	Acquired	502501.0000	Direct
2012-08-02	Common Stock	F	116640.0000	$56.4000	Disposed	385861.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-31	Options to Purchase Common Stock	$56.9900	A	300000.0000	Acquired	2019-07-31	Common Stock (300000.0000)	Direct
2012-07-31	Restricted Stock Units	$0.0000	A	50000.0000	Acquired	2015-07-31	Common Stock (50000.0000)	Direct
2012-08-02	Restricted Stock Units	$0.0000	M	320000.0000	Disposed		Common Stock (320000.0000)	Direct

Footnotes

F1: Vesting accelerated pursuant to employment agreement between Mr. Khosrowshahi and Expedia, Inc. (the "Company") effective August 2, 2012 (the "Acceleration Date"). Mr. Khosrowshahi has agreed to not sell, transfer, assign or pledge shares of the Company's common stock received upon such acceleration, net of shares withheld for taxes, for a period of three (3) years from the Acceleration Date.

F2: Date at which first vesting occurs is indicated. One-fourth of the total number of options to purchase the Company's common stock vests on the first vesting date and an additional one-fourth on each anniversary thereafter until fully vested, and expiration on the seventh anniversary of the grant date.

F3: Subject to the satisfaction of certain performance-related conditions.