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*
BATTLE A GEORGE

(Last) (First) (Middle)
C/O EXPEDIA, INC.
333 - 108TH AVENUE N.E.

(Street)
BELLEVUE WA 98004

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2012
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 04/27/2012 M 46,327 A $4.62 71,507 (1) D
Common Stock 04/27/2012 S 46,327 (2) D $39.16 25,180 D
Common Stock 2,533 I By Custodian For Child (3)
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
Options to Purchase Common Stock (4) $4.62 04/27/2012 M 46,327 08/09/2005 04/01/2013 Common Stock 46,327 $0.0000 0.0000 D
Options to Purchase Common Stock (4) $12.43 08/09/2005 (5) 01/02/2014 Common Stock 1,421 1,421 D
Options to Purchase Common Stock (4) $18.48 08/09/2005 (5) 01/03/2015 Common Stock 1,421 1,421 D
Options to Purchase Common Stock (4) $24.87 08/09/2005 (5) 04/01/2014 Common Stock 1,421 1,421 D
Options to Purchase Common Stock (4) $18.58 08/09/2005 (5) 04/01/2015 Common Stock 1,421 1,421 D
Options to Purchase Common Stock (4) $23.7 08/09/2005 (5) 07/01/2014 Common Stock 1,421 1,421 D
Options to Purchase Common Stock (4) $19.89 08/09/2005 (5) 07/01/2015 Common Stock 1,421 1,421 D
Options to Purchase Common Stock (4) $21.74 08/09/2005 (5) 10/01/2014 Common Stock 1,421 1,421 D
Restricted Stock Units (6) $0.0000 06/01/2012 (7) 06/01/2014 Common Stock 9,140 9,140 D
Restricted Stock Units (6) $0.0000 06/02/2010 (7) 06/02/2012 Common Stock 5,070 5,070 D
Restricted Stock Units (6) $0.0000 06/08/2011 (7) 06/08/2013 Common Stock 8,865 8,865 D
Explanation of Responses:
1. Includes shares of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), received in connection with the spin-off of TripAdvisor, Inc. ("TripAdvisor") by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (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 Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of New Expedia Common Stock and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock").
2. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2012.
3. Shares are held by Mr. Battle's wife as Custodian under CAUTMA for Catherine McNelley; Mr. Battle disclaims beneficial ownership of these shares.
4. In connection with the Spin-Off, each of reporting person's vested options to purchase Old Expedia Common Stock converted into one vested option to purchase shares of New Expedia Common Stock and one vested option to purchase shares of TripAdvisor Common Stock with adjustments to the number of underlying shares and exercise prices based on (1) the value of Expedia common stock prior to the Spin-Off and Reverse Stock Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off and Reverse Stock Split.
5. Other than the adjustments described above, vested options to purchase New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split.
6. In connection with the Spin-Off, the reporting person's restricted stock units ("RSUs") for Old Expedia Common Stock converted into RSUs for New Expedia Common Stock, with adjustments to the number of shares subject to each RSU based on (1) the value of Expedia common stock prior to the Spin-Off and Reverse Stock Split and (2) the value of the common stock of Expedia after giving effect to the Spin-Off and the Reverse Stock Split.
7. Other than the adjustments described above, RSUs for New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same vesting periods, as his RSUs for Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. One-third of the total number of RSUs vest on the first anniversary, or the following June 1 for grants beginning with the 12/6/11 grant, and an additional one-third each anniversary thereafter until the RSUs are fully vested, subject to the satisfaction of certain performance-related conditions.
/s/ Michael S. Marron, Attorney-in-fact 05/01/2012
** Signature of Reporting Person Date
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