0001225208-12-006104.txt : 20120229 0001225208-12-006104.hdr.sgml : 20120229 20120229201237 ACCESSION NUMBER: 0001225208-12-006104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120227 FILED AS OF DATE: 20120229 DATE AS OF CHANGE: 20120229 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: (425) 679-7200 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KHOSROWSHAHI DARA CENTRAL INDEX KEY: 0001184237 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51447 FILM NUMBER: 12655263 MAIL ADDRESS: STREET 1: C/O INTERACTIVE CORP STREET 2: 152 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml X0304 4 2012-02-27 0001324424 Expedia, Inc. EXPE 0001184237 KHOSROWSHAHI DARA C/O EXPEDIA, INC. 333 - 108TH AVENUE N.E. BELLEVUE WA 98004 1 1 CEO Common Stock 2012-02-27 4 M 0 19483.0000 0.0000 A 145404.0000 D Common Stock 2012-02-27 4 F 0 5154.0000 32.9700 D 140250.0000 D Common Stock 2012-02-28 4 M 0 43640.0000 0.0000 A 183890.0000 D Common Stock 2012-02-28 4 F 0 14828.0000 33.1400 D 169062.0000 D Restricted Stock Units 0.0000 2012-02-27 4 M 0 19483.0000 0.0000 D 2008-02-27 2012-02-27 Common Stock 19483.0000 0.0000 D Restricted Stock Units 0.0000 2012-02-28 4 M 0 43640.0000 0.0000 D 2009-02-28 2013-02-28 Common Stock 43640.0000 43640.0000 D Options to Purchase Common Stock 21.2100 2011-02-23 2017-02-23 Common Stock 275317.0000 275317.0000 D Options to Purchase Common Stock 18.6300 2012-03-01 2018-03-01 Common Stock 158611.0000 158611.0000 D Options to Purchase Common Stock 6.9700 2010-03-02 2016-03-02 Common Stock 194511.0000 194511.0000 D Options to Purchase Common Stock 8.7100 2012-03-02 2016-03-02 Common Stock 211481.0000 211481.0000 D Restricted Stock Units 0.0000 2016-03-07 Common Stock 320000.0000 320000.0000 D Restricted Stock Units 0.0000 2008-06-06 2012-06-06 Common Stock 21148.0000 21148.0000 D Includes shares of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), received in connection with the spin-off of TripAdvisor, Inc. ("TripAdvisor") by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (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 Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of New Expedia Common Stock and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock"). In connection with the Spin-Off, the reporting person's restricted stock units ("RSUs") for Old Expedia Common Stock (other than performance-based RSUs, which are described below) converted into RSUs for New Expedia Common Stock, with adjustments to the number of shares subject to each RSU based on (1) the value of Expedia common stock prior to the Spin-Off and Reverse Stock Split and (2) the value of the common stock of Expedia after giving effect to the Spin-Off and the Reverse Stock Split. Other than the adjustments described above, RSUs for New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same vesting periods, as his RSUs for Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. One-fifth of the total number of RSUs vest on the first anniversary and an additional one-fifth each anniversary thereafter until the RSUs are fully vested, subject to the satisfaction of certain performance-related conditions. In connection with the Spin-Off, each of reporting person's unvested options to purchase Old Expedia Common Stock converted into an unvested option to purchase shares of New Expedia Common Stock and each of reporting person's vested options to purchase Old Expedia Common Stock converted into one vested option to purchase shares of New Expedia Common Stock and one vested option to purchase shares of TripAdvisor Common Stock with adjustments to the number of underlying shares and exercise prices based on (1) the value of Expedia common stock prior to the Spin-Off and Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off /Split. Other than the adjustments described above, vested and unvested options to purchase New Expedia Common Stock received by the reporting person 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 Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. Date at which first vesting occurs is indicated. One-fourth of the total number of options vest on the first vesting date and an additional one-fourth each anniversary thereafter until the options are fully vested. Other than the adjustments described above, vested and unvested options to purchase New Expedia Common Stock received by the reporting person 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 Expedia 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 third anniversary of the grant date, March 2, 2009, and expiration on the seventh anniversary of the grant date. In connection with the Spin-Off, the reporting person's 800,000 performance-based RSUs for Old Expedia Common Stock converted into 400,000 performance-based RSUs for New Expedia Common Stock and 400,000 performance-based RSUs for TripAdvisor Common Stock, with adjusted performance goals. As previously reported, the amount does not include RSUs for which beneficial ownership was transferred to reporting person's former spouse pursuant to a property settlement agreement in connection with separation proceedings. The performance-based RSUs vest if and when Expedia satisfies performance-related goals approved by the Compensation Committee of the Board of Directors of Expedia. Upon achievement of these performance goals, 75% of the RSUs will vest immediately, subject to the reporting person's agreement to remain employed by Expedia for an additional two years, and the remaining 25% of the RSUs will vest one year from such achievement, subject to certain employment conditions. /s/ Michael S. Marron, Attorney-in-fact 2012-02-29