| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/01/2013 | M | 50,000 | A | $18.78 | 221,080 | D | |||
| Common Stock(1)(2) | 03/01/2013 | S | 1,900 | D | $685.46 | 219,180 | D | |||
| Common Stock(1)(3) | 03/01/2013 | S | 1,130 | D | $686.39 | 218,050 | D | |||
| Common Stock(1)(4) | 03/01/2013 | S | 2,861 | D | $687.9 | 215,189 | D | |||
| Common Stock(1)(5) | 03/01/2013 | S | 644 | D | $689.28 | 214,545 | D | |||
| Common Stock(1)(6) | 03/01/2013 | S | 600 | D | $691.3 | 213,945 | D | |||
| Common Stock(1)(7) | 03/01/2013 | S | 3,550 | D | $692.81 | 210,395 | D | |||
| Common Stock(1)(8) | 03/01/2013 | S | 6,562 | D | $693.9 | 203,833 | D | |||
| Common Stock(1)(9) | 03/01/2013 | S | 12,901 | D | $694.74 | 190,932 | D | |||
| Common Stock(1)(10) | 03/01/2013 | S | 8,601 | D | $695.81 | 182,331 | D | |||
| Common Stock(1)(11) | 03/01/2013 | S | 8,929 | D | $696.88 | 173,402 | D | |||
| Common Stock(1)(12) | 03/01/2013 | S | 1,922 | D | $697.94 | 171,480 | D | |||
| Common Stock(1)(13) | 03/01/2013 | S | 400 | D | $698.47 | 171,080 | D | |||
| Common Stock(14) | 03/01/2013 | A | 37,212 | A | $0 | 208,292 | D | |||
| Common Stock(15) | 03/01/2013 | F | 18,104 | D | $689.11 | 190,188 | D | |||
| 2013 Performance Share Unit Grant(16) | 03/04/2013 | A | 11,501 | A | $0 | 11,501 | D | |||
| 2012 Performance Share Units(17) | 6,967 | D | ||||||||
| 2011 Performance Share Units(17) | 9,682 | D | ||||||||
| Common Stock | 15,166 | I | See Footnote(18) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $18.78 | 03/01/2013 | M | 50,000 | (19) | 02/06/2014 | Common Stock | 50,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were sold pursuant to a sales plan dated August 24, 2009 (the "2009 Plan") which complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended. The terms of the 2009 Plan were summarized in a Form 8-K filed with the Securities and Exchange Commission on August 27, 2009. The existence of the 2009 Plan, the total shares subject to the 2009 Plan and the date of adoption of the 2009 Plan were disclosed in priceline.com's proxy statements filed with the Securities and Exchange Commission in 2010 (page 27), in 2011 (page 33) and in 2012 (page 29). |
| 2. Represents the weighted average sales price. The range of prices received for the reported transactions was $685.03 - $685.95. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 3. Represents the weighted average sales price. The range of prices received for the reported transactions was $686.03 - $686.84. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 4. Represents the weighted average sales price. The range of prices received for the reported transactions was $687.56 - $688.46. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 5. Represents the weighted average sales price. The range of prices received for the reported transactions was $688.57 - $689.55. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 6. Represents the weighted average sales price. The range of prices received for the reported transactions was $691.05 - $691.54. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 7. Represents the weighted average sales price. The range of prices received for the reported transactions was $692.09 - $693.05. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 8. Represents the weighted average sales price. The range of prices received for the reported transactions was $693.27 - $694.22. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 9. Represents the weighted average sales price. The range of prices received for the reported transactions was $694.28 - $695.27. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 10. Represents the weighted average sales price. The range of prices received for the reported transactions was $695.31 - $696.28. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 11. Represents the weighted average sales price. The range of prices received for the reported transactions was $696.39 - $697.35. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 12. Represents the weighted average sales price. The range of prices received for the reported transactions was $697.39 - $698.32. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 13. Represents the weighted average sales price. The range of prices received for the reported transactions was $698.39 - $698.60. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
| 14. On March 1, 2013, performance share units vested pursuant to their terms and resulted in the issuance of 37,212 shares of priceline.com common stock. |
| 15. On March 1, 2013, 18,104 shares of common stock were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units. |
| 16. March 4, 2013 grant of 11,501 performance share units. The exact number of shares to be issued upon vesting could be as many as two times the initial grant or as little as no shares, and depends upon, among other things, the Company's financial performance. Subject to continued service, the shares, if any, will be issued on or about March 4, 2016 or earlier, in the event of, among other things, a "change in control" (as defined in the performance share unit agreement) of the Company and/or termination of employment in certain circumstances. |
| 17. Represents "target" number of shares underlying performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors. |
| 18. Represents: (1) 15,000 shares held by a charitable foundation controlled by Mr. Boyd, and (2) 166 shares held by an immediate family member. Mr. Boyd disclaims beneficial ownership of these shares. |
| 19. One-third of the shares vested on February 6, 2005 and the remainder vested pro-rata through February 6, 2007. |
| /s/ Jeffery H. Boyd | 03/05/2013 | |
| ** 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. | ||