-----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, GAMNP8F8jGony/ZkfpKnfJ0F3EHxvc7KeM1fLM07cJDA8yZE3lp4ZMm32s/4Z1H/ Leu4Stn56xbTp92qxWQ+zQ== 0000950142-00-000122.txt : 20000210 0000950142-00-000122.hdr.sgml : 20000210 ACCESSION NUMBER: 0000950142-00-000122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56083 FILM NUMBER: 529248 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D/A 1 SCHEDULE 13D/A - AMENDMENT NO. 3 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 ----------------------- Priceline.com Incorporated (Name of Issuer) Common Stock, par value $0.008 per share (Title of Class of Securities) 741503106 (CUSIP Number) William E. Ford c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 Tel. No.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- February 8, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ Page 1 of 17 Pages - ------------------------ ------------------------- 741503106 Page 2 of 17 Pages - ------------------------ ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 17,418,079 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 17,418,079 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,418,079 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ------------------------ ------------------------- 741503106 Page 3 of 17 Pages - ------------------------ ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 48, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 17,418,079 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 17,418,079 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,418,079 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ------------------------ ------------------------- 741503106 Page 4 of 17 Pages - ------------------------ ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 50, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 17,418,079 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 17,418,079 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,418,079 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ------------------------ ------------------------- 741503106 Page 5 of 17 Pages - ------------------------ ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 17,418,079 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 17,418,079 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,418,079 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 741503106 Page 6 of 17 Pages AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is filed by the undersigned to amend and supplement the Schedule 13D, dated as of April 1, 1999 (the "Original 13D"), as amended by Amendment No. 1 thereto, dated as of August 17, 1999 ("Amendment No. 1"), and Amendment No. 2 thereto, dated as of January 14, 2000 ("Amendment No. 2"), with respect to the shares of common stock, par value $ 0.008 per share (the "Common Stock"), of Priceline.com Incorporated, a Delaware Corporation (the "Company"). Item 1. Security and Issuer. The title of the class of equity securities of Priceline.com Incorporated, a Delaware corporation (the "Company"), to which this Amendment No. 3 relates is the Company's Common Stock, par value $0.008 per share (the "Common Stock"). The address of the principal executive office of the Company is Five High Ridge Park, Stamford, Connecticut 06905. Item 2. Identity and Background. This Amendment No. 3 is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 48, L.P., a Delaware limited partnership ("GAP 48"), General Atlantic Partners 50, L.P., a Delaware limited partnership ("GAP 50"), and GAP Coinvestment Partners, L.P., a New York limited partnership ("GAPCO" and, collectively with GAP, GAP 48 and GAP 50, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the 741503106 Page 7 of 17 Pages Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The general partner of each of GAP 48 and GAP 50 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, William E. Ford, William O. Grabe, David C. Hodgson, Matthew Nimetz, Clifton S. Robbins and Franchon M. Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members are also the general partners of GAPCO. The business address of each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the present principal occupation or employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members is a citizen of the United States. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. Item 3. Source and Amount of Funds or Other Consideration. This Amendment No. 3 is being filed as a result of recent sales of shares of Common Stock by GAP 48, GAP 50 and GAPCO, as described in Item 5(c). Item 4. Purpose of Transaction. The Reporting Persons have no present intention to sell any of the remaining shares of Common Stock owned by them, although in the future they may, from time to time, determine to dispose of some or all of such shares or to acquire additional 741503106 Page 8 of 17 Pages shares of Common Stock. None of the Reporting Persons has any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: (a) As of the date hereof, GAP, GAP 48, GAP 50 and GAPCO each own of record no shares of Common Stock, 12,315,252 shares of Common Stock, 982,666 shares of Common Stock and 4,120,161 shares of Common Stock, respectively, or 0%, 8.4%, 0.7% and 2.8%, respectively, of the Company's issue and outstanding shares of Common Stock. By virtue of the fact that the GAP Managing Members are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO, and that GAP is the general partner of GAP 48 and GAP 50, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 17,418,079 shares of Common Stock or 11.9% of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 17,418,079 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) On February 8, 2000, (i) GAP 48 sold an aggregate of 2,378,899 shares of Common Stock, at a net price per share of $56.3075, for an aggregate purchase price of $133,949,855, (ii) GAP 50 sold an aggregate of 188,231 shares of Common Stock, at a net price per share of $56.3075, for an aggregate purchase price of 741503106 Page 9 of 17 Pages $10,598,817 and (iii) GAPCO sold an aggregate of 447,957 shares of Common Stock, at a net price per share of $56.3075, for an aggregate net purchase price of $25,223,339, and distributed 58,668 shares of Common Stock to partners. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer. GAP 48, GAP 50 and GAPCO are each party to a letter agreement with Morgan Stanley Dean Witter ("Morgan Stanley"), dated January 10, 2000 (the "Lock- Up Letters"), which extend to May 8, 2000 the restrictions on sale, disposition and certain other transactions imposed by the Underwriting Agreement, dated August 9, 1999 (the "Underwriting Agreement") and otherwise imposed in connection with the Company's public offering of shares of Common Stock in August of 1999. Notwithstanding the extension of such restrictions, the Lock-Up Letters also permit up to 15% of the shares of Common Stock held by each of GAP 48, GAP 50 and GAPCO (the "Released Shares") to be released from such restrictions described above, commencing February 8, 2000. The Lock-Up Letters are attached hereto as Exhibits 4, 5 and 6, respectively. The Underwriting Agreement is incorporated by reference on Exhibit 8 hereto. In addition, on February 7, 2000, GAP 48, GAP 50 and GAPCO received a letter from Morgan Stanley which permits GAP 48, GAP 50 and GAPCO to re-allocate the Released Shares among themselves, without changing the aggregate number of such Released Shares. Such letter is attached as Exhibit 7 hereto. 741503106 Page 10 of 17 Pages Item 7. Materials to be Filed as Exhibits. Exhibit 1: Incorporate by reference the Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, filed as Exhibit 1 to the Schedule 13D, dated as of April 1, 1999. Exhibit 2: Power of attorney dated December 22, 1999 appointing Thomas J. Murphy Attorney-In -Fact for GAP. Exhibit 3: Power of attorney dated December 22, 1999 appointing Thomas J. Murphy Attorney-In-Fact for GAPCO. Exhibit 4: Lock-Up Letter, dated January 10, 2000, between GAP 48 and Morgan Stanley. Exhibit 5: Lock-Up Letter, dated January 10, 2000, between GAP 50 and Morgan Stanley. Exhibit 6: Lock-Up Letter, dated January 10, 2000, between GAPCO and Morgan Stanley. Exhibit 7: Letter agreement, dated February 7, 2000, among GAP 48, GAP 50, GAPCO and Morgan Stanley. Exhibit 8: Incorporate by reference the form of Underwriting Agreement among Priceline.com Incorporated, General Atlantic Partners, LLC, GAP 48, GAP 50, GAPCO, certain underwriting named therein and certain other selling stockholders named therein filed as Exhibit 1.1 to the Company's S-1 Amendment No. 3 dated August 11, 1999 (Reg. No. 333-83513). 741503106 Page 11 of 17 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of February 9, 2000. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 48, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 50, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-2 2 EXHIBIT 2 741503106 Page 12 of 17 Pages EXHIBIT 2 GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 December 22, 1999 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Limited Liability Company"), by its Executive Managing Member, Steven A. Denning, a U.S. citizen, of full legal age, domiciled at 16 Khakum Drive, Greenwich, CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Limited Liability Company as fully to all intents and purposes as a Managing Member of the Limited Liability Company might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2000. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning --------------------- Steven A. Denning Executive Managing Member STATE OF Connecticut) :ss COUNTY OF Fairfield) On the 22nd day of December 1999, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes Notary Public - ----------------- Sheila Hughes EX-3 3 EXHIBIT 3 741503106 Page 13 of 17 Pages EXHIBIT 3 GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 December 22, 1999 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners, L.P., a New York limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen, of full legal age, domiciled at 16 Khakum Drive, Greenwich, CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner of the Partnership might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2000. GAP COINVESTMENT PARTNERS, L.P. By: /s/ Steven A. Denning --------------------- Steven A. Denning Managing General Partner STATE OF Connecticut) : ss. COUNTY OF Fairfield) On the 22nd day of December 1999, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes Notary Public - ----------------- Sheila Hughes EX-4 4 EXHIBIT 4 741503106 Page 14 of 17 Pages EXHIBIT 4 January 10, 2000 General Atlantic Partners 48, L.P. c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06380 Ladies and Gentlemen: You agreed in Section 3 of the Underwriting Agreement dated August 11, 1999 (the "Underwriting Agreement") among priceline.com Incorporated, the selling shareholders and the underwriters to restrict your right to sell, dispose and engage in certain other transactions in the common stock and common stock equivalents of priceline.com for a 180 day period. We are writing to release you from the restrictions set forth in the Underwriting Agreement with respect to the sale of 3,704,786 shares of common stock of priceline.com. This release is subject to your agreement that the restrictions on your right to sell, dispose or engage in certain other transactions in the common stock and common stock equivalents of priceline.com in the Underwriting Agreement shall be extended through the period ending on May 8, 2000, except that you may sell, distribute, transfer or dispose of up to 15% of the common stock of priceline.com you own after giving effect to the sale permitted by this letter beginning on February 8, 2000. We have been advised by priceline.com that you will own 14,694,151 shares of common stock of priceline.com after giving effect to the sale permitted by this letter. Please sign below to acknowledge your acceptance of the terms of the release and the extension of the restrictions. Very truly yours, By: /s/ William J. Sanders ---------------------- William J. Sanders Managing Director Accepted by: General Atlantic Partners 48, L.P. By: General Atlantic Partners, LLC, its general partner By: /s/ William E. Ford ------------------- William E. Ford Managing Member EX-5 5 EXHIBIT 5 741503106 Page 15 of 17 Pages EXHIBIT 5 January 10, 2000 General Atlantic Partners 50, L.P. c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06380 Ladies and Gentlemen: In connection with the August 1999 public offering of 4.5 million shares of common stock of priceline.com Incorporated, you agreed in a letter dated August 9, 1999 (the "Lock-Up Letter") to restrict your right to sell, dispose and engage in certain other transactions in the common stock and common stock equivalents of priceline.com during the period beginning on August 9, 1999 and ending 180 days after the date of the final prospectus relating to the offering. We are writing to release you from the restrictions set forth in the Lock-Up Letter with respect to the sale of 295,214 shares of common stock of priceline.com. This release is subject to your agreement that the restrictions on your right to sell, dispose or engage in certain other transactions in the common stock and common stock equivalents of priceline.com in the Lock-Up Letter shall be extended through the period ending on May 8, 2000, except that you may sell, distribute, transfer or dispose of up to 15% of the common stock of priceline.com you own after giving effect to the sale permitted by this letter beginning on February 8, 2000. We have been advised by priceline.com that you will own 1,170,897 shares of common stock of priceline.com after giving effect to the sale permitted by this letter. Please sign below to acknowledge your acceptance of the terms of the release and the extension of the restrictions. Very truly yours, By: /s/ William J. Sanders ---------------------- William J. Sanders Managing Director Accepted by: General Atlantic Partners 50, L.P. By: General Atlantic Partners, LLC, its general partner By: /s/ William E. Ford ------------------- William E. Ford Managing Member EX-6 6 EXHIBIT 6 741503106 Page 16 of 17 Pages EXHIBIT 6 January 10, 2000 GAP Coinvestment Partners, L.P. c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06380 Ladies and Gentlemen: You agreed in Section 3 of the Underwriting Agreement dated August 11, 1999 (the "Underwriting Agreement") among priceline.com Incorporated, the selling shareholders and the underwriters to restrict your right to sell, dispose and engage in certain other transactions in the common stock and common stock equivalents of priceline.com for a 180 day period. We are writing to release you from the restrictions set forth in the Underwriting Agreement with respect to the sale of 1,000,000 shares of common shares of priceline.com. This release is subject to your agreement that the restrictions on your right to sell, dispose or engage in certain other transactions in the common stock and common stock equivalents of priceline.com in the Underwriting Agreement shall be extended through the period ending on May 8, 2000, except that you may sell, distribute, transfer or dispose of up to 15% of the common stock of priceline.com you own after giving effect to the sale permitted by this letter beginning on February 8, 2000. We have been advised by priceline.com that you will own 4,626,786 shares of common stock of priceline.com after giving effect to the sale permitted by this letter. Please sign below to acknowledge your acceptance of the terms of the release and the extension of the restrictions. Very truly yours, By: /s/ William J. Sanders ---------------------- William J. Sanders Managing Director Accepted by: GAP Coinvestment Partners, L.P. By: /s/ William E. Ford ------------------- William E. Ford General Partner EX-7 7 EXHIBIT 7 741503106 Page 17 of 17 Pages EXHIBIT 7 February 7, 2000 General Atlantic Partners 48, L.P. General Atlantic Partners 50, L.P. GAP Coinvestment Partners, L.P. c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06380 Ladies and Gentlemen: In separate letters dated January 10, 2000, each of you agreed to extend the restrictions on your right to sell, dispose or engage in certain other transactions in the common stock and common stock equivalents of priceline.com Incorporated through the period ending on May 8, 2000. At the same time, in those separate letters, we agreed to an immediate release for sale of a total of 5,000,000 shares of common stock of priceline.com by you collectively as specified in those letters. In addition, we agreed that beginning on February 8, 2000 each of you would be permitted to sell, distribute, transfer or dispose of up to 15% of the remaining shares of common stock of priceline.com you each owned after giving effect to the sale of the 5,000,000 shares of common stock of priceline.com permitted by the January 10 releases. We now agree that you may reallocate the sales, distributions, transfers and dispositions that are permitted beginning on February 8, 2000 among yourselves so long as the aggregate number of shares to be sold, distributed, transferred and disposed by you collectively does not exceed 15% of the aggregate number of remaining shares of common stock of priceline.com that you collectively own after giving effect to the sale of the 5,000,000 shares permitted by the January 10 releases. Very truly yours, By: /s/ William J. Sanders ---------------------- William J. Sanders Managing Director -----END PRIVACY-ENHANCED MESSAGE-----