0000899243-20-015529.txt : 20200605 0000899243-20-015529.hdr.sgml : 20200605 20200605184523 ACCESSION NUMBER: 0000899243-20-015529 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200527 FILED AS OF DATE: 20200605 DATE AS OF CHANGE: 20200605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP V Fort Holdings I, L.P. CENTRAL INDEX KEY: 0001813571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37429 FILM NUMBER: 20947698 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP V Fort GP I, L.L.C. CENTRAL INDEX KEY: 0001813572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37429 FILM NUMBER: 20947699 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia Group, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: (206) 481-7200 MAIL ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: Expedia, Inc. DATE OF NAME CHANGE: 20050420 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-05-27 0 0001324424 Expedia Group, Inc. EXPE 0001813571 SLP V Fort Holdings I, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001813572 SLP V Fort GP I, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 Warrants 72.00 2030-05-05 Common Stock 4200000 I Held through SLP V Fort Holdings I, L.P. The aggregate amount of Series A Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), and warrants ("Warrants") to purchase shares of the common stock, par value $0.0001 per share ("Common Stock") of Expedia Group Inc. (the "Issuer") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. As previously reported, on May 5, 2020, SLP Fort Aggregator II, L.P. ("SLP Aggregator") purchased the Warrants from the Issuer. This Form 3 is filed by SLP V Fort Holdings I, L.P. ("SLP Fort Holdings I") and SLP V Fort GP I, L.L.C. ("SLP Fort GP I") in connection with a contribution of the Warrants from SLP Aggregator to SLP Fort Holdings I, an entity wholly-owned by SLP Aggregator. Not included on this form are the 600,000 shares of Series A Preferred Stock originally purchased by SLP V Fort Holdings II, L.P., which SLP V Fort Holdings II, L.P. continues to hold. SLP Fort GP I is the general partner of SLP Fort Holdings I. SLP Aggregator is the sole member of SLP Fort GP I. SLP V Aggregator GP, L.L.C. ("SLP Aggregator GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP Aggregator GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Mr. Greg Mondre serves as a member of the board of directors of the Issuer and as a Co-CEO and Managing Member of SLG. Each of SLP Fort Holdings I and SLP Fort GP I may be deemed to be a director by deputization of the Issuer. The Warrants are exercisable at any time, subject to receipt of any required approvals under applicable competition laws necessary in connection with the issuance of shares of Common Stock upon exercise. The Warrants are exercisable at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Issuer on the Common Stock. The Warrants are exercisable solely on a net settlement basis. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. By: /s/ Andrew J. Schader, MD, GC of Silver Lake Group, L.L.C., MM of SLTA V (GP), L.L.C., GP of Silver Lake Technology Associates V, L.P., MM of SLP V Aggregator GP, L.L.C., GP of SLP Fort Aggregator II, L.P., sole member of SLP V Fort GP I, L.L.C. 2020-06-05 By: /s/ Andrew J. Schader, MD, GC of Silver Lake Group, L.L.C., MM of GP of Silver Lake Technology Associates V, L.P., MM of SLP V Aggregator GP, L.L.C., GP of SLP Fort Aggregator II, L.P., SM of SLP V Fort GP I, L.L.C., GP of SLP V Fort Holdings I, L.P. 2020-06-05