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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 02/25/2011 | A | 5,735 | A | $23.08 | 12,428 | D | |||
Common Stock | 02/25/2011 | A | 13,334 | A | $24.51 | 25,762 | D | |||
Common Stock(1)(2) | 02/25/2011 | S | 4,581 | D | $461.92 | 21,181 | D | |||
Common Stock(1)(3) | 02/25/2011 | S | 12,051 | D | $462.79 | 9,130 | D | |||
Common Stock(1)(4) | 02/25/2011 | S | 6,600 | D | $463.59 | 2,530 | D | |||
Common Stock(1)(5) | 02/25/2011 | S | 2,430 | D | $464.79 | 100 | D | |||
Common Stock(1) | 02/25/2011 | S | 100 | D | $465.46 | 0 | D | |||
Common Stock(6) | 03/01/2011 | A | 60,000 | A | $0 | 60,000 | D | |||
Common Stock(7) | 03/01/2011 | A | 22,423 | A | $0 | 82,423 | D | |||
Common Stock(8) | 03/01/2011 | A | 30,100 | A | $0 | 112,523 | D | |||
Common Stock(9) | 03/01/2011 | F | 58,512 | D | $453.88 | 54,011 | D | |||
2010 Performance Share Unit Grant(10) | 12,096 | D | ||||||||
Restricted Stock Units | 21,838 | 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 | ||||||||
Stock Options (right to buy) | $23.08 | 02/25/2011 | M | 5,735 | (11) | 07/14/2015 | Common Stock | 5,735 | $0 | 0 | D | ||||
Stock Options (right to buy) | $24.51 | 02/25/2011 | M | 13,334 | (12) | 11/08/2015 | Common Stock | 13,334 | $0 | 0 | D |
Explanation of Responses: |
1. The shares were sold pursuant to a sales plan, dated November 29, 2010, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. |
2. Represents the weighted average sales price. The range of prices received for the reported transactions was $461.22 - $462.21. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
3. Represents the weighted average sales price. The range of prices received for the reported transactions was $462.23 - $463.22. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
4. Represents the weighted average sales price. The range of prices received for the reported transactions was $463.23 - $464.22. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
5. Represents the weighted average sales price. The range of prices received for the reported transactions was $464.35 - $465.29. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
6. On March 1, 2011, performance share units, which were originally issued on December 1, 2007, vested pursuant to their terms and upon the satisfaction of the applicable performance criteria resulting in the issuance of 60,000 shares of priceline.com common stock. |
7. On March 1, 2011, performance share units, which were originally issued on March 5, 2008, vested pursuant to their terms and upon the satisfaction of the applicable performance criteria resulting in the issuance of 22,423 shares of priceline.com common stock. |
8. On March 1, 2011, 30,100 restricted stock units, which were originally granted on August 13, 2008, vested pursuant to their terms resulting in the issuance of 30,100 shares of priceline.com common stock. |
9. On March 1, 2011, 58,512 shares of priceline.com's common stock were withheld to satisfy certain tax withholding obligations. |
10. Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors. |
11. One-third of the stock options vested on the first anniversary of the date of grant, and the remaining stock options vested pro rata monthly thereafter through July 14, 2008. |
12. One-third of the stock options vested on the first anniversary of the date of grant, and the remaining stock options vested pro rata monthly thereafter through November 8, 2008. |
/s/ Kees Koolen | 03/01/2011 | |
** 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. |