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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* General Catalyst GP II, LLC (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol KAYAK Software Corp [ KYAK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Class A Common Stock	05/21/2013		J(1)		9,278	D	(1)	0	I	See footnote(2)
Class A Common Stock	05/21/2013		J(3)		9,278	D	(3)	0	I	See footnote(4)
Class A Common Stock	05/21/2013		J(5)		55,669	D	(5)	0	I	See footnote(6)

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
Class B Common Stock	(7)	05/21/2013		J(8)			4,287,268	(7)	(7)	Class A Common Stock	4,287,268	(8)	0	I	See footnote(9)
Class B Common Stock	(7)	05/21/2013		J(10)			4,287,271	(7)	(7)	Class A Common Stock	4,287,271	(10)	0	I	See footnote(11)
Class B Common Stock	(7)	05/21/2013		J(12)			1,572,421	(7)	(7)	Class A Common Stock	1,572,421	(12)	0	I	See footnote(13)

1. Name and Address of Reporting Person* General Catalyst GP II, LLC (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst GP III, LLC (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst GP V, LLC (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst Partners II, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst Partners III, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst Partners V, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GC Entrepreneurs Fund II, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GC ENTREPRENEURS FUND III LP (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GC Entrepreneurs Fund V, LP (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* General Catalyst Group II, L.P. (Last) (First) (Middle) 20 UNIVERSITY ROAD, SUITE 450 (Street) CAMBRIDGE MA 02138 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 2,678 shares disposed of for a cash payment of $40.00 per share pursuant to the Agreement and Plan of Merger, dated as of November 8, 2012 by and among the Issuer, priceline.com Incorporated ("priceline"), and Produce Merger Sub, Inc. (the "Merger Agreement"), in connection with the merger that became effective on May 21, 2013 (the "Merger"). 6,600 shares disposed of in exchange for 377 shares of priceline common stock and a cash payment of $770.21 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

2. Each of GC EF II and GCG II were the holders of 337 and 8,941 shares of Class A Common Stock, respectively. GC II LLC is the general partner of GC II LP, which is the general partner of GC EF II and GCG II. Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

3. 2,679 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 6,599 shares disposed of in exchange for 377 shares of priceline common stock and a cash payment of $728.11 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

4. Each of GC EF III and GCG III were the holders of 324 and 8,954 shares of Class A Common Stock, respectively. GC III LLC is the general partner of GC III LP, which is the general partner of GC EF III and GCG III. Each of GC III LLC and GC III LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC III LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

5. 16,073 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 39,596 shares disposed of in exchange for 2,267 shares of priceline common stock and a cash payment of $778.20 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

6. Each of GC EF V, GC Supp V and GCG V were the holders of 1,138, 36,354, and 18,177 shares of Class A Common Stock respectively. GC V LLC is the general partner of GC V LP, which is the general partner of GC EF V, GC Supp V and GCG V. Each of GC V LLC and GC V LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC V LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

7. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer (subject to certain exceptions), or (ii) the death of a natural person holding Class B Common Stock. All authorized shares of Class B Common Stock will each convert automatically into Class A Common Stock on the seven-year anniversary of completion of the Issuer's initial public offering of Class A Common Stock.

8. 1,237,833 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 3,049,435 shares disposed of in exchange for 174,671 shares of priceline common stock and a cash payment of $468.01 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

9. Each of GC EF II and GCG II were the holders of 155,863 and 4,131,405 shares of Class B Common Stock, respectively. GC II LLC is the general partner of GC II LP, which is the general partner of GC EF II and GCG II. Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

10. 1,237,834 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 3,049,437 shares disposed of in exchange for 174,671 shares of priceline common stock and a cash payment of $552.20 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

11. Each of GC EF III and GCG III were the holders of 149,701 and 4,137,570 shares of Class B Common Stock, respectively. GC III LLC is the general partner of GC III LP, which is the general partner of GC EF III and GCG III. Each of GC III LLC and GC III LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC III LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

12. 453,994 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 1,118,427 shares disposed of in exchange for 64,061 shares of priceline common stock and a cash payment of $1,836.27 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

13. Each of GC EF V, GC Supp V and GCG V were the holders of 32,150, 1,026,847, and 513,424 shares of Class B Common Stock respectively. GC V LLC is the general partner of GC V LP, which is the general partner of GC EF V, GC Supp V and GCG V. Each of GC V LLC and GC V LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC V LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

Remarks:

As used in this Form 4, "GC II LLC" will mean General Catalyst GP II, LLC. As used in this Form 4, "GC III LLC" will mean General Catalyst GP III, LLC. As used in this Form 4, "GC V LLC" will mean General Catalyst GP V, LLC. As used in this Form 4, "GC II LP" will mean General Catalyst Partners II, L.P. As used in this Form 4, "GC III LP" will mean General Catalyst Partners III, L.P. As used in this Form 4, "GC V LP" will mean General Catalyst Partners V, L.P. As used in this Form 4, "GC EF II" will mean GC Entrepreneurs Fund II, L.P. As used in this Form 4, "GC EF III" will mean GC Entrepreneurs Fund III, L.P. As used in this Form 4, "GC EF V" will mean GC Entrepreneurs Fund V, L.P. As used in this Form 4, "GCG II" will mean General Catalyst Group II, L.P. As used in this Form 4, "GCG III" will mean General Catalyst Group III, L.P. As used in this Form 4, "GCG V" will mean General Catalyst Group V, L.P. As used in this Form 4, "GC Supp V" will mean General Catalyst Group V Supplemental, L.P. Form 1 of 2.

	General Catalyst GP II, LLC, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	General Catalyst GP III, LLC, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	General Catalyst GP V, LLC, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	General Catalyst Partners II, L.P., /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	General Catalyst Partners III, L.P., By: General Catalyst GP III, LLC, its General Partner, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	General Catalyst Partners V, L.P., By: General Catalyst GP V, LLC, its General Partner, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	GC Entrepreneurs Fund II, L.P., By: General Catalyst Partners II, L.P., its General Partner, By: General Catalyst GP II, LLC, its General Partner, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	GC Entrepreneurs Fund III, L.P., By: General Catalyst Partners III, L.P., its General Partner, By: General Catalyst GP III, LLC, its General Partner, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	GC Entrepreneurs Fund V, L.P., By: General Catalyst Partners V, L.P., its General Partner, By: General Catalyst GP V, LLC, its General Partner, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	General Catalyst Group II, L.P., By: General Catalyst Partners II, L.P., its General Partner, By: General Catalyst GP II, LLC, its General Partner, /s/ William J. Fitzgerald, Member, Chief Operating Officer, and Chief Financial Officer	05/23/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.