Robert J. Dzielak - 15 Feb 2022 Form 4 Insider Report for Expedia Group, Inc. (EXPE)

Signature
/s/ Michael S. Marron, Attorney-in-fact
Issuer symbol
EXPE
Transactions as of
15 Feb 2022
Net transactions value
-$6,365,154
Form type
4
Filing time
17 Feb 2022, 19:34:18 UTC
Previous filing
10 Feb 2022
Next filing
24 Mar 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EXPE Common Stock Options Exercise $2,679,380 +25,640 +50% $104.50 76,957 15 Feb 2022 Direct
transaction EXPE Common Stock Options Exercise $2,116,230 +20,251 +26% $104.50 97,208 15 Feb 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +13,308 +14% $0.000000 110,516 15 Feb 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +3,187 +2.9% $0.000000 113,703 15 Feb 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +1,142 +1% $0.000000 114,845 15 Feb 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +1,109 +0.97% $0.000000 115,954 15 Feb 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +971 +0.84% $0.000000 116,925 15 Feb 2022 Direct
transaction EXPE Common Stock Sale $149,409 -709 -0.61% $210.73 116,216 15 Feb 2022 Direct F1, F2
transaction EXPE Common Stock Tax liability $1,530,631 -7,763 -6.7% $197.17 108,453 15 Feb 2022 Direct F3
transaction EXPE Common Stock Sale $9,480,724 -45,182 -42% $209.83 63,271 15 Feb 2022 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EXPE Options to Purchase Common Stock Options Exercise $0 -25,640 -50% $0.000000 25,640 15 Feb 2022 Common Stock 25,640 $104.50 Direct F5
transaction EXPE Options to Purchase Common Stock Options Exercise $0 -20,251 -100% $0.000000* 0 15 Feb 2022 Common Stock 20,251 $104.50 Direct F6
transaction EXPE Performance Stock Units Options Exercise $0 -13,308 -60% $0.000000 8,873 15 Feb 2022 Common Stock 13,308 $0.000000 Direct F7
transaction EXPE Restricted Stock Units Options Exercise $0 -3,187 -100% $0.000000* 0 15 Feb 2022 Common Stock 3,187 $0.000000 Direct F8
transaction EXPE Restricted Stock Units Options Exercise $0 -1,142 -20% $0.000000 4,568 15 Feb 2022 Common Stock 1,142 $0.000000 Direct F9
transaction EXPE Restricted Stock Units Options Exercise $0 -1,109 -11% $0.000000 8,872 15 Feb 2022 Common Stock 1,109 $0.000000 Direct F10
transaction EXPE Restricted Stock Units Options Exercise $0 -971 -7.7% $0.000000 11,651 15 Feb 2022 Common Stock 971 $0.000000 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Dzielak on December 6, 2021.
F2 The price in Column 4 is a weighted average sale price. The prices actually received ranged from $210.72 to $210.75. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F3 Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.
F4 The price in Column 4 is a weighted average sale price. The prices actually received ranged from $209.70 to $210.67. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F5 One-half of the options to purchase the Company's common stock vests, if at all, upon satisfaction of a stock price goal of $200 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the "$200 Goal"), or if the $200 Goal is not met, on February 15, 2023: and an additional one-half vests, if at all, upon satisfaction of a stock price goal of $180 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the "$180 Goal"), or if the $180 Goal is not met, on February 15, 2022.
F6 Date at which first vesting occurs is indicated. One-fourth of the total number of options to purchase the Company's common stock vests on the first vesting date and an additional one-fourth on each anniversary thereafter until fully vested.
F7 Vesting of one-half these performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2021 ("Tranche 1"), and vesting of the remaining one-half is dependent on the CAGR of Expedia Group's common stock through a performance period ending on December 31, 2022 ("Tranche 2"). The "target" number of PSUs is reported in each case. Between 50% and 150% of the target number of PSUs may vest on February 15, 2022 (with respect to Tranche 1) and on February 15, 2023 (with respect to Tranche 2), in each case assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR.
F8 Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-fourth on each anniversary thereafter until the RSUs are fully vested.
F9 Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2020 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
F10 Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
F11 Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.