SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Finnegan Daniel J

(Last)

(First)

(Middle)

PRICELINE.COM INCORPORATED

800 CONNECTICUT AVENUE

(Street)

NORWALK

06854

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Finance and Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Grant⁽¹⁾	02/28/2006		A		1,000	A	⁽¹⁾	1,000	D
Restricted Common Stock Grant⁽²⁾	02/28/2006		A		2,000	A	⁽²⁾	14,250⁽²⁾	D
Common Stock⁽³⁾	02/28/2006		F		343	D	$24.77	407⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 28, 2006, Mr. Finnegan was granted 1,000 priceline.com "performance shares." The exact number of shares to be issued to Mr. Finnegan, which could be as many as three times the initial grant or, alternatively, no shares, will be determined based on priceline.com's performance against a group of three "peer" companies. The shares, if any, will be issued on or about the third anniversary of the date of grant or earlier, in the event of, among other things, a "change in control" (as defined in the performance share agreement) of priceline.com and/or termination of employment in certain circumstances.

2. On February 28, 2006, Mr. Finnegan was granted 2,000 shares of restricted common stock, par value $0.008 per share of priceline.com. 1,500 of the shares are scheduled to vest on February 28, 2007 and 500 on February 28, 2008, subject to certain contingencies and provisions allowing for accelerated vesting in certain instances.

3. On February 28, 2006, 750 shares of priceline.com restricted common stock granted to Mr. Finnegan in February 2005 vested. Priceline.com withheld delivery of 343 shares to satisfy certain tax withholding obligations of Mr. Finnegan.

	/s/ Daniel Finnegan	02/28/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.