X0306 4 2019-07-26 1 0001669600 Liberty Expedia Holdings, Inc. LEXEA 0001311737 Brett Stephen M 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 Series A Common Stock 2019-07-26 4 D 0 601.0000 0 D 0.0000 D Restricted Stock Units-LEXEA 2019-07-26 4 D 0 1837.0000 D 2019-12-13 2019-12-13 Series A Common Stock 1837.0000 0.0000 D Stock Option (right to buy) - LEXEA 44.6500 2019-07-26 4 D 0 4922.0000 D 2018-12-14 2024-12-14 Series A Common Stock 4922.0000 0.0000 D Stock Option (right to buy) - LEXEA 41.4000 2019-07-26 4 D 0 5912.0000 D 2017-12-15 2023-12-15 Series A Common Stock 5912.0000 0.0000 D Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock (together, the "LEXPE Common Stock") was converted into the merger consideration, such that each holder of record of LEXPE Common Stock has the right to receive, in the aggregate, a number of shares of Parent's (as defined in the Remarks section) common stock equal to the product of the total number of shares of such series of LEXPE Common Stock held by such holder immediately prior to the Merger (as defined in the Remarks section) multiplied by 0.36, with such product rounded up to the next whole share of Parent's common stock. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock. Pursuant to the terms of the Merger Agreement, each outstanding award of the Issuer's restricted stock units was accelerated and converted into the right to receive a number of shares of Parent's common stock equal to (x) 0.36 multiplied by (y) the aggregate number of shares covered by such Issuer restricted stock unit, less applicable withholding taxes, with such product rounded up to the next whole share of Parent's common stock. Pursuant to the terms of the Merger Agreement, such stock option of the Issuer was accelerated and converted into the right to receive cash (without interest) in an amount equal to the product of (1) the excess (if any) of the per share cash equivalent consideration (calculated by multiplying 0.36 by the volume weighted average closing price of one share of Parent's common stock for the ten consecutive trading days ending on July 25, 2019) over the per share exercise price of such Issuer stock option, multiplied by (2) the number of shares of LEXPE Common Stock subject to such Issuer stock option immediately prior to the effective time of the Merger, less applicable tax withholdings. Pursuant to the Agreement and Plan of Merger, dated as of April 15, 2019 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019, the "Merger Agreement"), by and among the Issuer, Expedia Group, Inc. ("Parent"), LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger LLC"), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC ("Merger Sub"), on July 26, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Issuer (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Parent. /s/ Craig Troyer as Attorney-in-Fact for Stephen M. Brett 2019-07-30