-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXWXIfzcNGBRylNjZm4V8D/FhXNRjHEg08gBcDvs2fCjiVfvRVpYzqJj0bVKTSXI eb2dOw6ClA50d9on8mSmnQ== 0001179110-05-017010.txt : 20050825 0001179110-05-017010.hdr.sgml : 20050825 20050825172408 ACCESSION NUMBER: 0001179110-05-017010 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050823 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 FISCAL YEAR END: 1205 BUSINESS ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: (425)679-7200 MAIL ADDRESS: STREET 1: 3150 139TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DILLER BARRY CENTRAL INDEX KEY: 0000927067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51447 FILM NUMBER: 051049665 BUSINESS ADDRESS: STREET 1: 1150 15TH STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20071 BUSINESS PHONE: 2023346694 MAIL ADDRESS: STREET 1: 1940 COLDWATER CANYON DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 4 1 edgar.xml FORM 4 - X0202 4 2005-08-23 0 0001324424 Expedia, Inc. EXPE 0000927067 DILLER BARRY 152 W. 57TH ST NEW YORK NY 10019 1 1 0 0 Chairman Common Stock 2005-08-09 4 J 0 1642918 0 A 1642918 D Common Stock 2005-08-23 4 M 0 1895847 5.04 A 3538765 D Common Stock 2005-08-23 4 F 0 445978 21.43 D 3092787 D Common Stock 2005-08-23 4 F 0 721822 21.43 D 2370965 D Options to Purchase Common Stock 5.04 2005-08-09 4 J 0 1895847 0 A 2005-08-09 2005-08-25 Common Stock 1895847 1895847 D Options to Purchase Common Stock 5.04 2005-08-23 4 M 0 1895847 0 D 2005-08-09 2005-08-25 Common Stock 1895847 0 D Options to Purchase Common Stock 4.20 2005-08-09 4 J 0 6381250 0 A 2005-08-09 2005-11-24 Common Stock 6381250 6381250 D Options to Purchase Common Stock 6.84 2005-08-09 4 J 0 1250000 0 A 2005-08-09 2005-11-27 Common Stock 1250000 1250000 D Options to Purchase Common Stock 8.59 2005-08-09 4 J 0 9500000 0 A 2005-08-09 2007-10-17 Common Stock 9500000 9500000 D Options to Purchase Common Stock 28.49 2005-08-09 4 J 0 2400000 0 A 2010-06-07 2015-06-07 Common Stock 2400000 2400000 D 0ptions to Purchase Common Stock 38.35 2005-08-09 4 J 0 1400000 0 A 2010-06-07 2015-06-07 Common Stock 1400000 1400000 D Represents shares of Expedia Common Stock received in connection with the spin-off by IAC/InterActiveCorp ("IAC") of Expedia, Inc. ("Expedia"), which was completed on August 9, 2005 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split"), was effected by way of a reclassification, pursuant to which each share of IAC Common Stock, par value $0.01 ("Old IAC Common Stock"), was reclassified into one share of IAC Common Stock, par value $0.001 ("New IAC Common Stock"), and 1/100 of a share of IAC Series 1 Mandatory Exchangeable Preferred Stock, which was automatically exchanged into one share of Expedia Common Stock. Excludes shares of Expedia Common Stock held by the reporting person's spouse and a family foundation, of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of all shares of Expedia Common Stock held by his spouse and the family foundation. Represents shares of Expedia Common Stock withheld to cover the payment of the exercise price in connection with the exercise of stock options. Represents shares of Expedia Common Stock withheld for payment of taxes due in connection with the exercise of stock options. Represents vested and unvested options to purchase Expedia Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, each of the reporting person's vested and unvested options to purchase shares of Old IAC Common Stock converted into vested and unvested options (as applicable) to purchase shares of New IAC Common Stock and vested and unvested options (as applicable) to purchase shares of Expedia Common Stock, with adjustments to the number of shares subject to each vested and unvested option (as applicable) and the option exercise prices based on the relative market capitalizations of IAC and Expedia after giving effect to the Spin-Off and Reverse Stock Split. Other than the adjustments described in footnote 5 above, vested and unvested options to purchase Expedia Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old IAC Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. The terms of the initial grant provide for vesting in one lump installment on the fifth anniversary of the grant date, June 7, 2005, and expiration on the tenth anniversary of the grant date. Keenan Conder as Attorney-in-Fact for Barry Diller 2005-08-25 -----END PRIVACY-ENHANCED MESSAGE-----