0001179110-12-004443.txt : 20120306 0001179110-12-004443.hdr.sgml : 20120306 20120306174522 ACCESSION NUMBER: 0001179110-12-004443 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120304 FILED AS OF DATE: 20120306 DATE AS OF CHANGE: 20120306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SODER CHRIS CENTRAL INDEX KEY: 0001214604 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 12671739 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 4 1 edgar.xml FORM 4 - X0304 4 2012-03-04 0 0001075531 PRICELINE COM INC PCLN 0001214604 SODER CHRIS 800 CONNECTICUT AVENUE NORWALK CT 06854 0 1 0 0 CEO, North American Travel 2012 Performance Share Unit Grant 2012-03-04 4 A 0 3561 0 A 3561 D Common Stock 2012-03-04 4 A 0 9074 0 A 12074 D Common Stock 2012-03-04 4 F 0 3877 645.86 D 8197 D Common Stock 2012-03-05 4 S 0 1700 645.90 D 6497 D Common Stock 2012-03-05 4 S 0 2279 646.95 D 4218 D Common Stock 2012-03-05 4 S 0 598 648.32 D 3620 D Common Stock 2012-03-05 4 S 0 620 648.92 D 3000 D 2011 Performance Share Units 3098 D 2010 Performance Share Units 5089 D On March 4, 2012, Mr. Soder was granted 3,561 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Soder, 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. On March 4, 2012, restricted stock units, which were originally issued on March 4, 2009, vested pursuant to their terms resulting in the issuance of 9,074 shares of priceline.com common stock. On March 4, 2012, 3,885 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. Soder. The shares were sold pursuant to a sales plan, dated November 22, 2011, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. Represents the weighted average sales price. The range of prices received for the reported transactions was $645.35 - $646.34. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. Represents the weighted average sales price. The range of prices received for the reported transactions was $646.67 - $647.47. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. Represents the weighted average sales price. The range of prices received for the reported transactions was $647.75 - $648.73. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. Represents the weighted average sales price. The range of prices received for the reported transactions was $648.80 - $649.13. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. 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. Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase depending on certain performance factors. /s/ Chris Soder 2012-03-05