Filing Details
- Accession Number:
- 0001225208-22-002690
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-02-17 20:34:18
- Reporting Period:
- 2022-02-15
- Accepted Time:
- 2022-02-17 20:34:18
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1324424 | Expedia Group Inc. | EXPE | Transportation Services (4700) | 202705720 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1549041 | J Robert Dzielak | C/O Expedia Group, Inc. 1111 Expedia Group Way W. Seattle WA 98119 | Chief Legal Officer & Sec'y | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2022-02-15 | 25,640 | $104.50 | 76,957 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2022-02-15 | 20,251 | $104.50 | 97,208 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2022-02-15 | 13,308 | $0.00 | 110,516 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2022-02-15 | 3,187 | $0.00 | 113,703 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2022-02-15 | 1,142 | $0.00 | 114,845 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2022-02-15 | 1,109 | $0.00 | 115,954 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2022-02-15 | 971 | $0.00 | 116,925 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2022-02-15 | 709 | $210.73 | 116,216 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2022-02-15 | 7,763 | $197.17 | 108,453 | No | 4 | F | Direct | |
| Common Stock | Disposition | 2022-02-15 | 45,182 | $209.83 | 63,271 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Options to Purchase Common Stock | Disposition | 2022-02-15 | 25,640 | $0.00 | 25,640 | $104.50 |
| Common Stock | Options to Purchase Common Stock | Disposition | 2022-02-15 | 20,251 | $0.00 | 20,251 | $104.50 |
| Common Stock | Performance Stock Units | Disposition | 2022-02-15 | 13,308 | $0.00 | 13,308 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2022-02-15 | 3,187 | $0.00 | 3,187 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2022-02-15 | 1,142 | $0.00 | 1,142 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2022-02-15 | 1,109 | $0.00 | 1,109 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2022-02-15 | 971 | $0.00 | 971 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 25,640 | 2025-03-02 | No | 4 | M | Direct | |
| 0 | 2019-02-15 | 2025-03-02 | No | 4 | M | Direct |
| 8,873 | 2023-02-15 | No | 4 | M | Direct | |
| 0 | 2019-02-15 | 2022-03-02 | No | 4 | M | Direct |
| 4,568 | 2020-02-15 | 2023-02-15 | No | 4 | M | Direct |
| 8,872 | 2021-02-15 | 2024-02-15 | No | 4 | M | Direct |
| 11,651 | 2021-05-15 | 2025-02-15 | No | 4 | M | Direct |
Footnotes
- The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Dzielak on December 6, 2021.
- The price in Column 4 is a weighted average sale price. The prices actually received ranged from $210.72 to $210.75. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.
- The price in Column 4 is a weighted average sale price. The prices actually received ranged from $209.70 to $210.67. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- One-half of the options to purchase the Company's common stock vests, if at all, upon satisfaction of a stock price goal of $200 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the "$200 Goal"), or if the $200 Goal is not met, on February 15, 2023: and an additional one-half vests, if at all, upon satisfaction of a stock price goal of $180 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the "$180 Goal"), or if the $180 Goal is not met, on February 15, 2022.
- 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.
- Vesting of one-half these performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2021 ("Tranche 1"), and vesting of the remaining one-half is dependent on the CAGR of Expedia Group's common stock through a performance period ending on December 31, 2022 ("Tranche 2"). The "target" number of PSUs is reported in each case. Between 50% and 150% of the target number of PSUs may vest on February 15, 2022 (with respect to Tranche 1) and on February 15, 2023 (with respect to Tranche 2), in each case assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR.
- Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-fourth on each anniversary thereafter until the RSUs are fully vested.
- Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2020 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
- Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
- Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
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