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*
Hart Eric M.
(Last) (First) (Middle)
C/O EXPEDIA GROUP, INC.
1111 EXPEDIA GROUP WAY W.
(Street)
SEATTLE WA 98119
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Expedia Group, Inc. [ EXPE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022
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)
Code V Amount (A) or (D) Price
Common Stock 02/15/2022 M 9,506 A $0.0000 32,977 D
Common Stock 02/15/2022 M 5,703 A $0.0000 38,680 D
Common Stock 02/15/2022 M 1,082 A $0.0000 39,762 D
Common Stock 02/15/2022 M 792 A $0.0000 40,554 D
Common Stock 02/15/2022 M 476 A $0.0000 41,030 D
Common Stock 02/15/2022 M 254 A $0.0000 41,284 D
Common Stock 02/15/2022 F 6,260(1) D $197.17 35,024 D
Common Stock 02/15/2022 S 10,280 D $209.5 24,744 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $0.0000 02/15/2022 M 5,703 (2) (2) Common Stock 5,703 $0.0000 3,802 D
Performance Stock Units $0.0000 02/15/2022 M 9,506 (3) 02/15/2023 Common Stock 9,506 $0.0000 6,338 D
Restricted Stock Units $0.0000 02/15/2022 M 476 (4) 02/15/2024 Common Stock 476 $0.0000 3,802 D
Restricted Stock Units $0.0000 02/15/2022 M 254 02/15/2020(5) 02/15/2023 Common Stock 254 $0.0000 1,015 D
Restricted Stock Units $0.0000 02/15/2022 M 792 02/15/2021(6) 02/15/2024 Common Stock 792 $0.0000 6,337 D
Restricted Stock Units $0.0000 02/15/2022 M 1,082 05/15/2021(7) 02/15/2025 Common Stock 1,082 $0.0000 12,991 D
Explanation of Responses:
1. Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.
2. An award of 7,604 performance stock units ("PSUs"), with ultimate settlement based on the compound annual stock price growth rate ("CAGR") using the closing price of the Company's common stock on February 28, 2020 and an ending price based on a 30-day trailing average through December 31, 2021 for 50% of the PSUs vesting on February 15, 2022 and through December 31, 2022 for the remaining 50% of the PSUs vesting on February 15, 2023. The applicable CAGR and payout percentages for Mr. Hart's PSU award are as disclosed in the section titled Compensation Discussion and Analysis -Equity Compensation of the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 7, 2020.
3. Vesting of one-half these performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2021 ("Tranche 1"), and vesting of the remaining one-half is dependent on the CAGR of Expedia Group's common stock through a performance period ending on December 31, 2022 ("Tranche 2"). The "target" number of PSUs is reported in each case. Between 50% and 150% of the target number of PSUs may vest on February 15, 2022 (with respect to Tranche 1) and on February 15, 2023 (with respect to Tranche 2), in each case assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR.
4. One-fourth of the total number of restricted stock units vests on February 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
5. Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2020 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
6. Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
7. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
/s/ Michael S. Marron, Attorney-in-fact 02/17/2022
** 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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