Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SODER CHRIS
  2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [PCLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, North American Travel
(Last)
(First)
(Middle)
800 CONNECTICUT AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013
(Street)

NORWALK, CT 06854
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 (1) 03/01/2013   A   10,178 A $ 0 13,178 D  
Common Stock (2) 03/01/2013   F   4,878 D $ 689.11 8,300 D  
Common Stock (3) (4) 03/04/2013   S   768 D $ 693.98 7,532 D  
Common Stock (3) (5) 03/04/2013   S   700 D $ 695.45 6,832 D  
Common Stock (3) 03/04/2013   S   100 D $ 696.99 6,732 D  
Common Stock (3) (6) 03/04/2013   S   300 D $ 699.04 6,432 D  
Common Stock (3) 03/04/2013   S   2,650 D $ 700 3,782 D  
Common Stock (3) (7) 03/04/2013   S   700 D $ 702.06 3,082 D  
Common Stock (3) (8) 03/04/2013   S   82 D $ 702.92 3,000 D  
Common Stock (9) 03/04/2013   G   29 D $ 0 2,971 D  
2013 Performance Share Unit Grant (10) 03/04/2013   A   5,750 A $ 0 5,750 D  
2012 Performance Share Units (11)               3,561 D  
2011 Performance Share Units (11)               3,098 D  

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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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SODER CHRIS
800 CONNECTICUT AVENUE
NORWALK, CT 06854
      CEO, North American Travel  

Signatures

 /s/ Chris Soder   03/05/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On March 1, 2013, performance share units vested pursuant to their terms and resulted in the issuance of 10,178 shares of priceline.com common stock.
(2) On March 1, 2013, 4,878 shares of common stock were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units.
(3) The shares were sold pursuant to a sales plan, dated November 21, 2012, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
(4) Represents the weighted average sales price. The range of prices received for the reported transactions was $693.85 - $694.51. 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 $695.36 - $695.70. 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 $698.81 - $699.30. 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 $701.60 - $702.53. 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 $702.87 - $703.03. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
(9) On March 4, 2013, 29 shares of common stock were gifted to a charitable organization.
(10) March 4, 2013 grant of 5,750 performance share units. The exact number of shares to be issued upon vesting could be as many as two times the initial grant or as little as no shares, and depends upon, among other things, the Company's financial performance. Subject to continued service, the shares, if any, will be issued on or about March 4, 2016 or earlier, in the event of, among other things, a "change in control" (as defined in the performance share unit agreement) of the Company and/or termination of employment in certain circumstances.
(11) Represents target number of shares underlying performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors.

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