Expedia Group, Inc. — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Expedia, Inc. (EXPE)
CIK: 0001324424
Period of Report: 2012-02-27

Reporting Person: KHOSROWSHAHI DARA (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	M	19483.0000	$0.0000	Acquired	145404.0000	Direct
2012-02-27	Common Stock	F	5154.0000	$32.9700	Disposed	140250.0000	Direct
2012-02-28	Common Stock	M	43640.0000	$0.0000	Acquired	183890.0000	Direct
2012-02-28	Common Stock	F	14828.0000	$33.1400	Disposed	169062.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Restricted Stock Units	$0.0000	M	19483.0000	Disposed	2012-02-27	Common Stock (19483.0000)	Direct
2012-02-28	Restricted Stock Units	$0.0000	M	43640.0000	Disposed	2013-02-28	Common Stock (43640.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Purchase Common Stock	$21.2100	2017-02-23	Common Stock (275317.0000)	275317.0000	Direct
Options to Purchase Common Stock	$18.6300	2018-03-01	Common Stock (158611.0000)	158611.0000	Direct
Options to Purchase Common Stock	$6.9700	2016-03-02	Common Stock (194511.0000)	194511.0000	Direct
Options to Purchase Common Stock	$8.7100	2016-03-02	Common Stock (211481.0000)	211481.0000	Direct
Restricted Stock Units	$0.0000	2016-03-07	Common Stock (320000.0000)	320000.0000	Direct
Restricted Stock Units	$0.0000	2012-06-06	Common Stock (21148.0000)	21148.0000	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: In connection with the Spin-Off, the reporting person's restricted stock units ("RSUs") for Old Expedia Common Stock (other than performance-based RSUs, which are described below) 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.

F3: 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-fifth of the total number of RSUs vest on the first anniversary and an additional one-fifth each anniversary thereafter until the RSUs are fully vested, subject to the satisfaction of certain performance-related conditions.

F4: In connection with the Spin-Off, each of reporting person's unvested options to purchase Old Expedia Common Stock converted into an unvested option to purchase shares of New Expedia Common Stock and each of reporting person's vested options to purchase Old Expedia Common Stock converted into one vested option to purchase shares of New Expedia Common Stock and one vested option to purchase shares of TripAdvisor Common Stock with adjustments to the number of underlying shares and exercise prices based on (1) the value of Expedia common stock prior to the Spin-Off and Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off /Split.

F5: Other than the adjustments described above, vested and unvested options to purchase New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. Date at which first vesting occurs is indicated. One-fourth of the total number of options vest on the first vesting date and an additional one-fourth each anniversary thereafter until the options are fully vested.

F6: Other than the adjustments described above, vested and unvested options to purchase New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. The terms of the initial grant provide for vesting in one lump installment on the third anniversary of the grant date, March 2, 2009, and expiration on the seventh anniversary of the grant date.

F7: In connection with the Spin-Off, the reporting person's 800,000 performance-based RSUs for Old Expedia Common Stock converted into 400,000 performance-based RSUs for New Expedia Common Stock and 400,000 performance-based RSUs for TripAdvisor Common Stock, with adjusted performance goals. As previously reported, the amount does not include RSUs for which beneficial ownership was transferred to reporting person's former spouse pursuant to a property settlement agreement in connection with separation proceedings.

F8: The performance-based RSUs vest if and when Expedia satisfies performance-related goals approved by the Compensation Committee of the Board of Directors of Expedia. Upon achievement of these performance goals, 75% of the RSUs will vest immediately, subject to the reporting person's agreement to remain employed by Expedia for an additional two years, and the remaining 25% of the RSUs will vest one year from such achievement, subject to certain employment conditions.