SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Fritz Gary M

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

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2009
3. Issuer Name and Ticker or Trading Symbol
Expedia, Inc. [ EXPE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Co-President, PSG
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 24,268 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock(1) 03/02/2010(2) 03/02/2016 Common Stock 225,000 $7.36 D
Options to Purchase Common Stock(1) 03/02/2012 03/02/2016 Common Stock 75,000 $9.2 D
Restricted Stock Units 02/10/2006(3) 02/10/2010 Common Stock 1,319 $0 D
Restricted Stock Units 02/28/2007(3) 02/28/2011 Common Stock 3,076 $0 D
Restricted Stock Units 07/07/2007(4) 07/07/2011 Common Stock 20,367 $0 D
Restricted Stock Units 02/27/2008(4) 02/27/2012 Common Stock 15,200 $0 D
Restricted Stock Units 02/28/2009(4) 02/28/2013 Common Stock 19,810 $0 D
Restricted Stock Units 02/10/2010 02/10/2010 Common Stock 23,544 $0 D
Options to Purchase Common Stock 03/02/2010(2) 03/02/2016 Common Stock 38,000 $7.36 I By Spouse
Restricted Stock Units 02/16/2007(3) 02/16/2011 Common Stock 1,582 $0 I By Spouse
Restricted Stock Units 02/27/2008(3) 02/27/2012 Common Stock 4,146 $0 I By Spouse
Restricted Stock Units 02/28/2009(3) 02/28/2013 Common Stock 4,622 $0 I By Spouse
Explanation of Responses:
1. This award is subject to approval by the Company's stockholders of an amendment to the Company's Amended and Restated 2005 Stock and Annual Incentive Plan (the "2005 Plan") to increase the number of shares of the Company's common stock issuable under the 2005 Plan at the Company's next annual meeting of stockholders.
2. Date at which first vesting occurs is indicated. One-fourth of the total number of options to purchase the Company's common stock vest on the first vesting date and an additional one-fourth on each anniversary thereafter until fully vested.
3. Date at which first vesting occurs is indicated. One-fifth of the total number of RSUs vest on the first vesting date and an additional one-fifth each anniversary thereafter until the RSUs are fully vested.
4. Date at which first vesting occurs is indicated. One-fifth of the total number of RSUs vest on the first vesting date and an additional one-fifth each anniversary thereafter until the RSUs are fully vested, subject to the satisfaction of certain performance-related conditions.
Remarks:
fritzpoa.TXT
Michael S. Marron, Attorney-in-fact 03/30/2009
** 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 5 (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.