SEC FORM 4 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*
Liberty Expedia Holdings, Inc.

(Last) (First) (Middle)
C/O EXPEDIA GROUP, INC.
333 - 108TH AVENUE N.E.

(Street)
BELLEVUE WA 98004

(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
Officer (give title below) X Other (specify below)
Wholly Owned Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2019
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 07/26/2019 J(1) 5,523,452(1) A $0(1) 16,600,124 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
Class B Common Stock $0.0000 07/26/2019 J(1) 5,523,452(1) (2) (2) Common Stock 5,523,452 $0.0000 7,276,547 I Held through wholly owned subsidiary
Explanation of Responses:
1. On July 26, 2019, pursuant to the Exchange Agreement, dated as of April 15, 2019, by and among Barry Diller, The Diller - von Furstenberg Foundation d/b/a The Diller - von Furstenberg Family Foundation, the reporting person and Expedia Group, Inc., the reporting person exchanged 5,523,452 shares of Expedia Group Class B common stock held by it for the same number of shares of Expedia Group common stock. Thereafter, pursuant to the Agreement and Plan of Merger, dated as of April 15, 2019, by and among Expedia Group, LEMS I LLC, ("Merger LLC"), LEMS II Inc. ("Merger Sub"), and the reporting person, as amended, Merger Sub merged with and into the reporting person (the "Merger"), with the reporting person surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the reporting person merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Expedia Group.
2. Shares of Expedia Group Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of Expedia Group common stock at any time and do not have an expiration date.
Liberty Expedia Holdings, Inc. (LEMS I LLC) /s/ Michael S. Marron, Senior Vice President, Legal 07/30/2019
** 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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