|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
Stock Options (right to buy) | $ 30.66 | 05/10/2011 | M | 88,890 | (12) | 05/25/2011 | Common Stock | 88,890 | $ 0 | 0 | D | ||||
Stock Options (right to buy) | $ 20.28 | 05/10/2011 | M | 16,666 | (13) | 05/07/2013 | Common Stock | 16,666 | $ 0 | 16,668 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BOYD JEFFERY H 800 CONNECTICUT AVENUE NORWALK, CT 06854 |
X | President and CEO |
/s/ Jeffery H. Boyd | 05/12/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The shares were sold pursuant to 2 sales plans, 1 dated March 10, 2008 (the "2008 Plan") and 1 dated August 24, 2009 (the "2009 Plan"), each of which comply with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. The terms of the sales plans were summarized in Form 8-Ks filed with the Securities and Exchange Commission on March 14, 2008 and August 27, 2009. The existence of the 2008 Plan, the total shares subject to the plan and the date of adoption of the plan were disclosed in priceline.com's proxy statements filed with the Securities and Exchange Commission on April 30, 2009 (pg. 27), April 30, 2010 (pg. 27) and April 29, 2011 (pg. 33). The existence of the 2009 Plan, the total shares subject to the plan and the date of adoption of the plan were disclosed on pg. 27 of priceline.com's proxy statement filed with the Securities and Exchange Commission on April 30, 2010 (pg. 27)and April 29, 2011 (pg. 33). |
(2) | Represents the weighted average sales price. The range of prices received for the reported transactions was $524.50 - $525.40. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(3) | Represents the weighted average sales price. The range of prices received for the reported transactions was $525.6425 - $526.64. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(4) | Represents the weighted average sales price. The range of prices received for the reported transactions was $526.78 - $527.75. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(5) | Represents the weighted average sales price. The range of prices received for the reported transactions was $527.78 - $528.75. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(6) | Represents the weighted average sales price. The range of prices received for the reported transactions was $528.78 - $529.69. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(7) | Represents the weighted average sales price. The range of prices received for the reported transactions was $529.82 - $530.75. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(8) | Represents the weighted average sales price. The range of prices received for the reported transactions was $530.83 - $531.67. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(9) | Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors. |
(10) | Represents "target" number of restricted stock units outstanding. The actual number of shares issued, if any, could decrease depending on certain performance factors. |
(11) | Shares held by an immediate family member, of which Mr. Boyd disclaims beneficial ownership. |
(12) | One-half of the stock options vested on May 25, 2001 and the remaining stock options vested pro rata monthly thereafter through November 25, 2002. |
(13) | One-third of the stock options vested on May 7, 2004 and the remaining stock options vested pro rata monthly thereafter through May 7, 2006. |