Expedia Group, Inc.
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Robert J. Dzielak
Chief Legal Officer and Secretary
Liberty Expedia Holdings, Inc.
(LEMS I LLC as successor by merger to Liberty Expedia Holdings, Inc.) 333 108th Avenue NE
Bellevue, WA 98004
(425) 679-7200
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Andrew J. Nussbaum, Esq.
Edward J. Lee, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Liberty Expedia Holdings, Inc. (LEMS I LLC as successor by merger to Liberty Expedia Holdings, Inc.)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
None
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
OO
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Barry Diller
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
13,337,499 shares (1)
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8.
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Shared Voting Power
None
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9.
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Sole Dispositive Power
13,337,499 shares (1)
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10.
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Shared Dispositive Power
None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,337,499 shares (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
Excludes shares beneficially owned by Diane von Furstenberg, Mr. Diller’s spouse.
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13.
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Percent of Class Represented by Amount in Row (11)
8.6% (1) (2)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Consists of (i) 5,083,900 shares of Class B common stock, $0.0001 par value (“Class B Common Stock”), held by Mr. Diller, (ii) options to purchase 537,500
shares of common stock, $0.0001 par value (“Common Stock”), held by Mr. Diller that are exercisable within 60 days of July 29, 2019, (iii) 439,552 shares of Class B Common Stock held by a private foundation as to which Mr. Diller
disclaims beneficial ownership and (iv) 7,276,547 shares of Class B Common Stock that Mr. Diller has the right to acquire (the “Purchase/Exchange Right”) pursuant to the Second Amended and Restated Governance Agreement, dated as of
April 15, 2019, between the Issuer and Mr. Diller (the “New Governance Agreement”).
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(2)
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Assumes conversion of all shares of Class B Common Stock beneficially owned by Mr. Diller into shares of Common Stock. Because each share of Class B Common Stock
generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, Mr. Diller may be deemed to beneficially own equity securities of the Issuer representing approximately 47.7% of the voting power
of the Issuer, which consists of (i) 5,083,900 shares of Class B common stock, $0.0001 par value (“Class B Common Stock”), held by Mr. Diller, (ii) options to purchase 537,500 shares of common stock, $0.0001 par value (“Common Stock”),
held by Mr. Diller that are exercisable within 60 days of July 29, 2019, (iii) 439,552 shares of Class B Common Stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership and (iv) 7,276,547 shares of Class B
Common Stock that Mr. Diller has the right to acquire through the Purchase/Exchange Right. Such beneficial ownership calculations are based on there being outstanding, immediately following the consummation of the Combination, 140,981,957
shares of Common Stock and, assuming Mr. Diller were to exercise his Purchase/Exchange Right through a cash purchase from the Issuer (or its wholly owned subsidiary) with respect to 7,276,547 shares of Class B Common Stock, 12,799,999 shares
of Class B Common Stock, as reported by the Issuer to Mr. Diller, and as calculated in accordance with Rule 13d-3. Assuming Mr. Diller instead were to acquire the 7,276,547 shares of Class B Common Stock through the exercise of his
Purchase/Exchange Right by exchanging shares of Common Stock acquired in the open market (or otherwise, other than from the Issuer) as permitted by the New Governance Agreement, then the equity securities of the Issuer beneficially owned by
Mr. Diller may be deemed to represent approximately 9.1% of the Issuer’s outstanding Common Stock and approximately 49.0% of the Issuer’s voting power.
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The Assigned Stockholders Agreement (including the Diller Proxy, pursuant to which Mr. Diller generally had the right to vote all shares of the Issuer beneficially owned by Liberty)
was terminated, pursuant to the Stockholders Agreement Termination Agreement, by and among Mr. Diller, Liberty and certain wholly owned subsidiaries of Liberty; and
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The Assigned Governance Agreement among the Issuer, Liberty and Mr. Diller was terminated, pursuant to the Governance Agreement Termination Agreement, by and among Mr. Diller, the
Issuer, Liberty and certain wholly owned subsidiaries of Liberty.
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Exhibit No.
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Description of Exhibit
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Amendment No. 1 to Agreement and Plan of Merger, by and among Expedia Group, Inc., LEMS I LLC, LEMS II Inc. and Liberty Expedia Holdings, Inc., dated as of June 5, 2019 (incorporated by
reference to Exhibit 2.1 to Expedia Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 5, 2019 (File No. 001-37429)).
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Dated: July 29, 2019
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LEMS I LLC
(as successor by merger to Liberty Expedia Holdings, Inc.)
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By:
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/s/ Robert J. Dzielak
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Name: Robert J. Dzielak
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Title: Chief Legal Officer and Secretary
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BARRY DILLER
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/s/ Barry Diller |