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*
DELLPLAIN KATHLEEN K
(Last) (First) (Middle)
3150 139TH AVENUE SE
(Street)
BELLEVUE WA 98005
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Expedia, Inc. [ EXPE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2006
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)
Code V Amount (A) or (D) Price
Common Stock 02/07/2006 M 3,294 A $0 8,110(1) D
Common Stock 02/07/2006 F 1,050 D $25.12 7,060 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(2) (3) 02/07/2006 M 3,294 02/07/2006(4) 02/07/2007 Common Stock 3,294 $0 3,295(2) D
Options to Purchase Common Stock(5) $3.69 08/09/2005 07/28/2007 Common Stock 6,059 6,059(5) D
Options to Purchase Common Stock(5) $3.69 08/09/2005 08/10/2007 Common Stock 1,212 1,212(5) D
Options to Purchase Common Stock(5) $2.5 08/09/2005 01/16/2008 Common Stock 8,724 8,724(5) D
Options to Purchase Common Stock(5) $10.22 08/09/2005(6) 08/02/2008 Common Stock 25,742 25,742(5) D
Options to Purchase Common Stock(5) $25.64 08/09/2005(7) 02/04/2012 Common Stock 19,683 19,683(5) D
Options to Purchase Common Stock(5) $13.32 08/09/2005(8) 07/09/2012 Common Stock 21,203 21,203(5) D
Options to Purchase Common Stock(5) $14.5 08/09/2005(9) 02/07/2013 Common Stock 17,716 17,716(5) D
Restricted Stock Units(2) $0.0000(3) 02/04/2006(10) 02/04/2009 Common Stock 7,183 7,183(2) D
Restricted Stock Units(2) $0.0000(3) 02/10/2006(11) 02/10/2010 Common Stock 15,303 15,303(2) D
Warrants to Purchase Common Stock(12)(13) $11.56 08/09/2005 02/04/2009 Common Stock 6,561 6,768(13) D
Explanation of Responses:
1. 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.
2. 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.
3. None.
4. 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.
5. 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.
6. Options for 12,117 shares were vested at August 9, 2005, and the balance for 13,625 shares vested on February 2, 2006.
7. Options for 11,250 shares were vested at August 9, 2005, and the balance of 8,433 shares vested on February 4, 2006.
8. 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.
9. 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.
10. 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.
11. 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.
12. Each warrant may be exercised for 0.969375 shares of Expedia common stock.
13. 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.
Remarks:
By: Amy E. Weaver, Attorney-in-Fact 02/09/2006
** 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).
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