Filing Details

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Robert J. Dzielak Chief Legal Officer and Secretary Liberty Expedia Holdings, Inc. (LEMS I LLC as successor by merger to Liberty Expedia Holdings, Inc.) 333 108th Avenue NE Bellevue, WA 98004 (425) 679-7200

Andrew J. Nussbaum, Esq. Edward J. Lee, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Liberty Expedia Holdings, Inc. (LEMS I LLC as successor by merger to Liberty Expedia Holdings, Inc.)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			☐
		(b)			☐
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power None
			9.	Sole Dispositive Power None
			10.	Shared Dispositive Power None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person None
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
	13.	Percent of Class Represented by Amount in Row (11) 0%
	14.	Type of Reporting Person (See Instructions) OO

At the Effective Time, the previously disclosed New Governance Agreement between the Issuer and Mr. Diller became effective.  The New Governance Agreement provides, among other things, that Mr. Diller may exercise the Purchase/Exchange Right, from time to time, during the nine-month period following the closing of the Combination to (i) exchange with the Issuer (or its wholly owned subsidiary) an equivalent number of shares of Company Common Stock for, or (ii) purchase from the Issuer (or its wholly owned subsidiary), at a price per share equal to the average closing price of the Company Common Stock for the five trading days immediately preceding notice of exercise, up to 7,276,547 shares of Company Class B Common Stock (the shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”). The Purchase/Exchange Right may be exercised from time to time in whole or in part.

During the nine-month period following the closing of the Combination, Mr. Diller may from time to time exercise the Purchase/Exchange Right and acquire additional shares of Company Class B Common Stock as further described in Item 6 and as set forth in the New Governance Agreement.

The information contained in Items 5 and 6 of this Amendment is incorporated herein by reference.

Item 5.   Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

 

(a) Liberty (LEMS I LLC as successor by merger) beneficially owns no shares of Company Common Stock or Class B Common Stock (as defined below).  Mr. Diller is the beneficial owner of 537,500 shares of Company Common Stock (assuming the exercise of options to purchase 537,500 shares of Company Common Stock held by Mr. Diller and exercisable within 60 days of July 29, 2019) and 12,799,999 shares of Company Class B Common Stock (which consists of (i) 5,083,900 shares of Class B common stock, $0.0001 par value (“Class B Common Stock”), held by Mr. Diller, (ii)  439,552 shares of Class B Common Stock held by the Family Foundation (as to which Mr. Diller disclaims beneficial ownership) and (iii) 7,276,547 shares of Class B Common Stock that Mr. Diller has the right to acquire through the Purchase/Exchange Right), which shares of Company Common Stock constitute approximately 0.4% of the total number of outstanding shares of Company Common Stock and which shares of Class B Common Stock held by Mr. Diller and the Family Foundation constitute 100% of the outstanding shares of Company Class B Common Stock.  Assuming the conversion of all shares of Company Class B Common Stock beneficially owned by Mr. Diller into Company Common Stock, Mr. Diller would beneficially own approximately 8.6% of the outstanding Company Common Stock (calculated in accordance with Rule 13d-3).  Because each share of Company Class B Common Stock generally is entitled to ten votes per share and each share of Company Common Stock is entitled to one vote per share, Mr. Diller may be deemed to beneficially own equity securities of the Issuer representing approximately 47.7% of the voting power of the Issuer. The foregoing beneficial ownership amounts exclude shares of Company Common Stock beneficially owned by Diane von Furstenberg, Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership. The foregoing beneficial ownership calculations are based on there being outstanding, as of the close of the Combination, 140,981,957 shares of Company Common Stock and, assuming that Mr. Diller were to exercise his Purchase/Exchange Right through a cash purchase from the Issuer (or its wholly owned subsidiary) with respect to 7,276,547 shares of Class B Common Stock, 12,799,999 shares of Company Class B Common Stock, as reported by the Issuer to Mr. Diller and calculated in accordance with Rule 13d-3. Assuming Mr. Diller instead were to acquire the 7,276,547 shares of Company Class B Common Stock by exchanging shares of Company Common Stock acquired in the open market (or otherwise, other than from the Issuer) as permitted by the New Governance Agreement, then the equity securities of the Issuer beneficially owned by Mr. Diller may be deemed to represent approximately 9.1% of the outstanding Company Common Stock and representing approximately 49.0% of the voting power of the Issuer.

 

(b) Not applicable.

 

(c) Other than as disclosed in this Amendment, no transactions were effected by Liberty (LEMS I LLC as successor by merger) or Mr. Diller with respect to the Company Common Stock during the 60 days preceding the date hereof.

 

(d) Not applicable.

 

(e) As a result of the completion of the Combination, on July 26, 2019 Liberty ceased to be the beneficial owner of more than five percent of the outstanding shares of Company Common Stock.

 Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to add the following information at the end of such Item:

Merger Agreement

On July 26, 2019, pursuant to the Agreement and Plan of Merger, dated as of April 15, 2019, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019 (the “Merger Agreement”), between the Issuer, Merger LLC, Merger Sub, and Liberty, the Combination was completed.

At the closing of the Combination, pursuant to the Merger Agreement, each of the three directors serving on the Issuer’s Board of Directors who were nominated by Liberty resigned from the Issuer’s Board of Directors.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, a copy of which was attached as Exhibit 7(j) to Amendment No. 3 to the Schedule 13D and is incorporated herein by reference, and Amendment No. 1 to Agreement and Plan of Merger, a copy of which is attached as Exhibit 7(p) hereto and is incorporated herein by reference.

Exchange Agreement

          Immediately prior to the Effective Time, pursuant to the Exchange Agreement, Mr. Diller exchanged with Liberty 5,083,900 shares of Company Common Stock and the Family Foundation exchanged with Liberty 439,552 shares of Company Common Stock, in each case for the same number of shares of Company Class B Common Stock held by Liberty.  The Original Shares represent approximately 28% of the total voting power of the Issuer, based on the approximately 141 million shares of Company Common Stock and approximately 5.5 million shares of Company Class B Common Stock outstanding at the closing of the Combination.

The foregoing description of the Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Exchange Agreement, a copy of which was attached as Exhibit 7(l) to Amendment No. 3 to the Schedule 13D and is incorporated herein by reference.

New Governance Agreement

          At the Effective Time, the previously disclosed New Governance Agreement between the Issuer and Mr. Diller became effective.  The New Governance Agreement provides, among other things, that Mr. Diller may exercise the Purchase/Exchange Right, from time to time, during the nine-month period following the closing of the Combination. to (i) exchange with the Issuer (or its wholly owned subsidiary) an equivalent number of shares of Company Common Stock for, or (ii) purchase from the Issuer (or its wholly owned subsidiary), at a price per share equal to the average closing price of the Company Common Stock for the five trading days immediately preceding notice of exercise, up to 7,276,547 shares of Company Class B Common Stock.  The Purchase/Exchange Right may be exercised from time to time in whole or in part.

          The foregoing description of the New Governance Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the New Governance Agreement, a copy of which was attached as Exhibit 7(m) to Amendment No. 3 to the Schedule 13D and is incorporated herein by reference.

Other Agreements

As previously disclosed, effective as of the closing of the Combination:

The foregoing descriptions of the Stockholders Agreement Termination Agreement and the Governance Agreement Termination Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the applicable agreements, copies of which were attached as Exhibits 7(n) and 7(o), respectively, to Amendment No. 3 to the Schedule 13D and are incorporated herein by reference.

Item 7.   Material to be Filed as Exhibits

The information contained in Item 7 of the Schedule 13D is hereby amended to add the following information at the end of such Item:

Exhibit No.		Description of Exhibit
7(p)		Amendment No. 1 to Agreement and Plan of Merger, by and among Expedia Group, Inc., LEMS I LLC, LEMS II Inc. and Liberty Expedia Holdings, Inc., dated as of June 5, 2019 (incorporated by reference to Exhibit 2.1 to Expedia Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 5, 2019 (File No. 001-37429)).

Dated: July 29, 2019
	LEMS I LLC (as successor by merger to Liberty Expedia Holdings, Inc.)
	By:	/s/ Robert J. Dzielak
		Name: Robert J. Dzielak
		Title:   Chief Legal Officer and Secretary
	BARRY DILLER
		/s/ Barry Diller