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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fogel Glenn D

(Last)

(First)

(Middle)

BOOKING HOLDINGS INC.

800 CONNECTICUT AVENUE

(Street)

NORWALK

06854

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Booking Holdings Inc. [ BKNG ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

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)
Common Stock⁽¹⁾⁽²⁾	03/15/2024⁽³⁾		S		356	D	$3,435.5357	33,192	D
Common Stock⁽¹⁾⁽⁴⁾	03/15/2024		S		100	D	$3,438.5332	33,092	D
Common Stock⁽¹⁾	03/15/2024		S		100	D	$3,439.23	32,992	D
Common Stock⁽¹⁾⁽⁵⁾	03/15/2024		S		100	D	$3,440.8403	32,892	D
Common Stock⁽¹⁾⁽⁶⁾	03/15/2024		S		453	D	$3,442.585	32,439	D
Common Stock⁽¹⁾⁽⁷⁾	03/15/2024		S		452	D	$3,443.9292	31,987	D
Common Stock⁽¹⁾⁽⁸⁾	03/15/2024		S		129	D	$3,444.8731	31,858	D
Common Stock⁽¹⁾⁽⁹⁾	03/15/2024		S		18	D	$3,446.19	31,840	D
Common Stock⁽¹⁾⁽¹⁰⁾	03/15/2024		S		98	D	$3,447.375	31,742	D
Common Stock⁽¹⁾⁽¹¹⁾	03/15/2024		S		162	D	$3,448.3828	31,580	D
Common Stock⁽¹⁾⁽¹²⁾	03/15/2024		S		64	D	$3,449.6403	31,516	D
Common Stock⁽¹⁾⁽¹³⁾	03/15/2024		S		300	D	$3,450.2967	31,216	D
Common Stock⁽¹⁾⁽¹⁴⁾	03/15/2024		S		197	D	$3,452.3709	31,019	D
Common Stock⁽¹⁾⁽¹⁵⁾	03/15/2024		S		351	D	$3,453.2575	30,668	D
Common Stock⁽¹⁾⁽¹⁶⁾	03/15/2024		S		230	D	$3,454.2652	30,438	D
Common Stock⁽¹⁾⁽¹⁷⁾	03/15/2024		S		82	D	$3,456.2859	30,356	D
Common Stock⁽¹⁾⁽¹⁸⁾	03/15/2024		S		272	D	$3,457.2003	30,084	D
Common Stock⁽¹⁾⁽¹⁹⁾	03/15/2024		S		201	D	$3,458.5487	29,883	D
Common Stock⁽¹⁾⁽²⁰⁾	03/15/2024		S		127	D	$3,459.9786	29,756	D
Common Stock⁽¹⁾⁽²¹⁾	03/15/2024		S		300	D	$3,462.0467	29,456	D
Common Stock⁽¹⁾⁽²²⁾	03/15/2024		S		160	D	$3,463.7492	29,296	D
Common Stock⁽¹⁾⁽²³⁾	03/15/2024		S		110	D	$3,464.3091	29,186	D
Common Stock⁽¹⁾⁽²⁴⁾	03/15/2024		S		157	D	$3,466.2028	29,029	D
Common Stock⁽¹⁾⁽²⁵⁾	03/15/2024		S		227	D	$3,467.4017	28,802	D
Common Stock⁽¹⁾⁽²⁶⁾	03/15/2024		S		500	D	$3,470.242	28,302	D
Common Stock⁽¹⁾⁽²⁷⁾	03/15/2024		S		127	D	$3,472.5811	28,175	D
Common Stock⁽¹⁾⁽²⁸⁾	03/15/2024		S		427	D	$3,483.3534	27,748	D
Common Stock⁽¹⁾	03/15/2024		S		27	D	$3,485.72	27,721	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. The 10b5-1(c) sales plan was adopted on March 10, 2022.

2. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,434.80 - $3,435.76. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

3. The report is the second of two Forms 4s filed to report Mr. Fogel's transactions on March 15, 2024.

4. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,437.96 - $3,438.67. Upon request by the Commission staff, Booking Holdings 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 $3,440.77 - $3,441.31. Upon request by the Commission staff, Booking Holdings 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 $3,442.06 - $3,443.02. Upon request by the Commission staff, Booking Holdings 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 $3,443.22 - $3,444.10. Upon request by the Commission staff, Booking Holdings 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 $3,444.70 - $3,445.68. Upon request by the Commission staff, Booking Holdings 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 $3,445.91 - $3,446.71. Upon request by the Commission staff, Booking Holdings 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 $3,446.91 - $3,447.85. Upon request by the Commission staff, Booking Holdings 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 $3,447.98 - $3,448.90. Upon request by the Commission staff, Booking Holdings 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 $3,449.21 - $3,449.88. Upon request by the Commission staff, Booking Holdings 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 $3,450.22 - $3,450.44. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

14. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,451.92 - $3,452.76. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

15. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,452.93 - $3,453.75. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

16. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,454.23 - $3,454.50. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

17. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,455.78 - $3,456.71. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

18. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,456.81 - $3,457.68. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

19. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,458.28 - $3,458.55. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

20. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,459.58 - $3,460.37. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

21. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,461.69 - $3,462.33. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

22. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,463.01 - $3,464.00. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

23. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,464.27 - $3,464.70. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

24. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,465.62 - $3,466.26. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

25. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,467.34 - $3,467.41. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

26. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,469.97 - $3,470.54. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

27. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,472.40 - $3,472.63. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

28. Represents the weighted average sales price. The range of prices received for the reported transactions was $3,483.33 - $3,483.38. Upon request by the Commission staff, Booking Holdings will provide full information regarding the number of shares sold at each separate price.

	/s/ Caitlin Kobialka, Attorney-in-Fact	03/18/2024
	** 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).
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