SEC FORM 4

SEC Form 4

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^*

Currie Adrian

(Last)

(First)

(Middle)

C/O PRICELINE.COM INCORPORATED

800 CONNECTICUT AVENUE

(Street)

NORWALK

06854

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	MD, AUS/N.Z., Booking.com B.V.

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
2012 Performance Share Unit Grant⁽¹⁾	03/04/2012		A		2,322	A	$0	2,322	D
Common Stock⁽²⁾	03/04/2012		A		1,500	A	$0	2,626	D
Common Stock⁽³⁾	03/05/2012		S		500	D	$645.42	2,126	D
2011 Performance Share Units⁽⁴⁾								2,152	D
2010 Performance Share Units⁽⁵⁾								3,961	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On March 4, 2012, Mr. Currie was granted 2,322 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Currie, 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 resulting in the issuance of 1,500 shares of priceline.com common stock.

3. The shares were sold pursuant to a sales plan, dated September 8, 2011, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended.

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. Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase depending on certain performance factors.

	/s/ Adrian Currie	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).
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