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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
2012 Performance Share Unit Grant(1) | 03/04/2012 | A | 6,967 | A | $0 | 6,967 | D | |||
Common Stock(2) | 03/04/2012 | A | 27,828 | A | $0 | 225,088 | D | |||
Common Stock(3) | 03/04/2012 | F | 12,008 | D | $645.86 | 213,080 | D | |||
2011 Performance Share Units(4) | 9,682 | D | ||||||||
2010 Performance Share Units(4) | 12,404 | D | ||||||||
Common Stock | 166 | I | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. On March 4, 2012, Mr. Boyd was granted 6,967 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Boyd, which could be as many as two times the initial grant or, alternatively, no shares, will depend upon, among other things, the Company's financial performance. The shares, if any, will be issued on or about March 4, 2015 or earlier, in the event of, among other things, a "change in control", (as defined in the performance share unit agreement) of the Company and/or termination of employment in certain circumstances. |
2. On March 4, 2012, restricted stock units, which were originally issued on March 4,2009, vested pursuant to their terms and upon the satisfaction of the applicable performance criteria resulting in the issuance of 27,828 shares of priceline.com common stock. |
3. On March 4, 2012, 12,008 shares of priceline.com's common stock were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units of Mr. Boyd. |
4. 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. |
5. Shares held by an immediate family member, of which Mr. Boyd disclaims beneficial ownership. |
/s/ Jeffery H. Boyd | 03/05/2012 | |
** 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. |