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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SODER CHRIS 800 CONNECTICUT AVENUE NORWALK, CT 06854 |
CEO, North American Travel |
/s/ Chris Soder | 03/06/2014 | |
**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) | Represents the vesting of performance share units pursuant to their terms. |
(2) | The number of shares reported as beneficially owned includes 5,750 unvested shares previously reported on Table 1 as subject to a 2013 Performance Share Unit grant (at target) and 3,561 unvested shares previously reported on Table 1 as subject to a 2012 Performance Share Unit grant (at target). |
(3) | On March 4, 2014, 3,015 shares were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units. |
(4) | Represents a grant at target of 2,989 performance share units, which amount was non-forfeitable at grant (actual vesting based on priceline.com financial performance may result in as many as two times the initial grant amount being acquired by the Reporting Person). |
(5) | The shares were sold pursuant to a sales plan, dated November 14, 2013, which complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended. |
(6) | Represents the weighted average sales price. The range of prices received for the reported transactions was $1,361.08 - $1,361.93. 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 $1,363.48 - $1,364.21. 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 $1,364.97 - $1,365.80. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
(9) | Represents the weighted average sales price. The range of prices received for the reported transactions was $1,366.01 - $1,366.89. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |