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^*

BREAKWELL SIMON J

(Last)

(First)

(Middle)

13810 S.E. EASTGATE WAY

SUITE 400

(Street)

BELLEVUE

98005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EXPEDIA INC [ EXPE EXPEW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP EUROPE

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2003

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	08/08/2003⁽¹⁾		D	V	641	D	$0	0	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)
Options (Right to Buy)	$1.87	08/08/2003⁽²⁾		D	V		30,470	10/11/2001	04/11/2004	Common Stock	30,470	$0	0	D
Options (Right to Buy)	$4.223	08/08/2003⁽³⁾		D	V		47,612	01/02/2003	07/02/2005	Common Stock	47,612	$0	0	D
Options (Right to Buy)	$6.758	08/08/2003⁽⁴⁾		D	V		39,676	01/30/2004	07/30/2006	Common Stock	39,676	$0	0	D
Options (Right to Buy)	$8.031	08/08/2003⁽⁵⁾		D	V		52,500	01/28/2005	07/28/2007	Common Stock	52,500	$0	0	D
Options (Right to Buy)	$8.031	08/08/2003⁽⁶⁾		D	V		10,000	02/10/2005	08/10/2007	Common Stock	10,000	$0	0	D
Options (Right to Buy)	$6.218	08/08/2003⁽⁷⁾		D	V		20,000	04/02/2005	10/02/2007	Common Stock	20,000	$0	0	D
Options (Right to Buy)	$5.437	08/08/2003⁽⁸⁾		D	V		36,000	07/16/2005	01/16/2008	Common Stock	36,000	$0	0	D
Options (Right to Buy)	$22.275	08/08/2003⁽⁹⁾		D	V		50,000	02/02/2006	08/02/2008	Common Stock	50,000	$0	0	D
Options (Right to Buy)	$29.03	08/08/2003⁽¹⁰⁾		D	V		35,000	07/09/2006	07/09/2012	Common Stock	35,000	$0	0	D
Options (Right to Buy)	$31.6	08/08/2003⁽¹¹⁾		D	V		25,000	02/07/2007	02/07/2013	Common Stock	25,000	$0	0	D
Options (Right to Buy)	$0	08/08/2003⁽¹²⁾		D	V		10,072	02/07/2007	02/07/2013	Common Stock	10,072	$0	0	D
Common Stock (Right to Buy Warrants)	$26	08/08/2003⁽¹³⁾		D	V		54,960	02/02/2006	02/04/2009	Common Stock	54,960	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to agreement and plan of merger by and among issuer and InterActiveCorp (formerly USA Interactive) in exchange for 1,242 shares of InterActiveCorp common stock having a market value of $34.71 per share on the effective date of the merger.

2. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 59,073 shares of InterActiveCorp common stock for $0.96 per share.

3. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 92,307 shares of InterActiveCorp common stock for $2.18 per share.

4. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 76,921 shares of InterActiveCorp common stock for $3.49 per share.

5. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 101,784 shares of InterActiveCorp common stock for $4.14 per share.

6. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 19,387 shares of InterActiveCorp common stock for $4.14 per share.

7. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 38,775 shares of InterActiveCorp common stock for $3.21 per share.

8. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 69,795 shares of InterActiveCorp common stock for $2.80 per share.

9. This option, which provided for vesting of 1/8th of the original option shares on the one year anniversary after grant and 1/8 every six month anniversary period thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 96,937 shares of InterActiveCorp common stock for $11.49 per share.

10. This option, which provided for vesting of 25% of the original option shares on first year anniversary of the grant and 1/48th monthly thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 67,856 shares of InterActiveCorp common stock for $14.97 per share.

11. This option, which provided for vesting of 25% of the original option shares on first year anniversary of the grant and 1/48th monthly thereafter until fully vested, was assumed by InterActiveCorp in the merger and is now an option to purchase 48,468 shares of InterActiveCorp common stock for $16.30 per share.

12. This option for restricted stock units, which provided for vesting of ?? of the original option shares on the one year anniversary after grant, and ?? on each one year anniversary after that, was assumed by InterActiveCorp in the merger and is now an option for 19,527 InterActiveCorp restricted stock units.

13. These warrants, which provided for vesting to mirror original outstandig option grants when awarded, were assumed by InterActiveCorp in the merger and are now 54,960 warrants to purchase 1.93875 shares per warrant of InterActiveCorp common stock for $26.00 per warrant.

Remarks:

	Simon J. Breakwell by Mark S. Britton, his attorney-in-fact	08/12/2003
	** Signature of Reporting Person	Date
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