-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IclDjwzH9MYfKBtDb7EGqXiHfckpFHF/5yFzfUXXErVfAgo1V+bgmT37GZt4OnOG AXdNG7ohzsZ0S6RyDC9GvQ== 0001137638-06-000087.txt : 20060209 0001137638-06-000087.hdr.sgml : 20060209 20060209194748 ACCESSION NUMBER: 0001137638-06-000087 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060207 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELLPLAIN KATHLEEN K CENTRAL INDEX KEY: 0001184256 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51447 FILM NUMBER: 06595069 BUSINESS ADDRESS: BUSINESS PHONE: (425) 679-7350 MAIL ADDRESS: STREET 1: C/O EXPEDIA, INC STREET 2: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 FISCAL YEAR END: 1205 BUSINESS ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: (425)679-7200 MAIL ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 4 1 del31.xml X0202 4 2006-02-07 0 0001324424 Expedia, Inc. EXPE 0001184256 DELLPLAIN KATHLEEN K 3150 139TH AVENUE SE BELLEVUE WA 98005 0 1 0 0 EVP, Human Resources Common Stock 2006-02-07 4 M 0 3294 0 A 8110 D Common Stock 2006-02-07 4 F 0 1050 25.1200 D 7060 D Restricted Stock Units 2006-02-07 4 M 0 3294 0 D 2006-02-07 2007-02-07 Common Stock 3294 3295 D Options to Purchase Common Stock 3.6900 2005-08-09 2007-07-28 Common Stock 6059 6059 D Options to Purchase Common Stock 3.6900 2005-08-09 2007-08-10 Common Stock 1212 1212 D Options to Purchase Common Stock 2.5000 2005-08-09 2008-01-16 Common Stock 8724 8724 D Options to Purchase Common Stock 10.2200 2005-08-09 2008-08-02 Common Stock 25742 25742 D Options to Purchase Common Stock 25.6400 2005-08-09 2012-02-04 Common Stock 19683 19683 D Options to Purchase Common Stock 13.3200 2005-08-09 2012-07-09 Common Stock 21203 21203 D Options to Purchase Common Stock 14.5000 2005-08-09 2013-02-07 Common Stock 17716 17716 D Restricted Stock Units 0.0000 2006-02-04 2009-02-04 Common Stock 7183 7183 D Restricted Stock Units 0.0000 2006-02-10 2010-02-10 Common Stock 15303 15303 D Warrants to Purchase Common Stock 11.5600 2005-08-09 2009-02-04 Common Stock 6561 6768 D Includes 3,205 shares of Expedia Common Stock received in connection with the spin-off by IAC/InterActive Corp (IAC) of Expedia, Inc. (Expedia), which was completed on August 9, 2005 (the Spin-Off). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the Reverse Stock Split) was effected by way of a reclassification, pursuant to which each share of IAC Common Stock, par value $0.01 (Old IAC Common Stock), was reclassified into one share of IAC Common Stock, par value $0.001 (New IAC Common Stock), and 1/100 of a share of IAC Series 1 Mandatory Exchangeable Preferred Stock, which was automatically exchanged into one share of Expedia Common Stock. Represents Restricted Stock Units (RSUs) of Expedia received in connection with the Spin-Off. In connection with the Spin-Off, the reporting person's RSUs of IAC common stock were adjusted into RSUs of Expedia common stock. The vesting schedules below reflect vesting dates remaining following the Spin-Off. None. Date at which first vesting following August 9, 2005 occurs is indicated. One-half of the total number of RSUs outstanding August 9, 2005 vest on the first vesting date and an additional one-half on the first anniversary thereafter. Represents stock options of Expedia received in connection with the Spin-off. In connection with the Spin-Off, stock options to purchase IAC common stock were adjusted into stock options to purchase Expedia common stock. The vesting schedules below reflect vesting dates remaining following the Spin-Off. Options for 12,117 shares were vested at August 9, 2005, and the balance for 13,625 shares vested on February 2, 2006. Options for 11,250 shares were vested at August 9, 2005, and the balance of 8,433 shares vested on February 4, 2006. Options for approximately 6,209 shares were vested at August 9, 2005, options for approximately 1,363 shares vested on September 9, 2005 and options for approximately 1,363 shares vest monthly thereafter until the options are fully vested July 9, 2006. Options for approximately 5,448 shares were vested at August 9, 2005, options for approximately 682 shares vested on September 7, 2005 and options for approximately 682 shares vest monthly thereafter until the options are fully vested February 7, 2007. Date at which first vesting following August 9, 2005 occurred is indicated. One-fourth of the total number of RSUs outstanding August 9, 2005 vested on the first vesting date and an additional one-fourth each anniversary thereafter until the RSUs are fully vested. Date at which first vesting following August 9, 2005 occurs is indicated. One-fifth of the total number of RSUs outstanding August 9, 2005 vest on the first vesting date and an additional one-fifth each anniversary thereafter until the RSUs are fully vested. Each warrant may be exercised for 0.969375 shares of Expedia common stock. Represents warrants of Expedia received in connection with the Spin-Off. In connection with the Spin-Off, warrants to purchase IAC common stock were adjusted into warrants to purchase Expedia common stock. Options and RSUs which were adjusted into options and RSUs with respect to Expedia common stock in connection with the Spin-Off were set forth on the Form 4 for Kathleen K. Dellplain filed on February 7, 2005 as well as on this Form 4. This Form 4 also includes warrants of Expedia received in connection with the Spin-Off. Therefore, this Form 4 includes all derivative securities held by Kathleen K. Dellplain. By: Amy E. Weaver, Attorney-in-Fact 2006-02-09 -----END PRIVACY-ENHANCED MESSAGE-----