BKNG Booking Holdings Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Fogel Glenn D	2. Issuer Name and Ticker or Trading Symbol Booking Holdings Inc. [ BKNG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO and President
(Last)          (First)          (Middle) BOOKING HOLDINGS INC., 800 CONNECTICUT AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 1/28/2021
(Street) NORWALK, CT 06854 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)	1/28/2021		A		9156	A	$0	47701	D
Common Stock (2)	1/28/2021		A		2695	A	$0	50396	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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

Explanation of Responses:
(1)	On January 28, 2021, the Board of Directors of Booking Holdings Inc. adjusted the terms of the Performance Share Unit award granted in 2018 to Mr. Fogel (the "2018 PSUs") to set its payout at 1.33 times the number of "target" shares underlying the grant. The 2018 PSUs will vest in March 2021, subject to completion of continuous service until the vesting date.
(2)	On January 28, 2021, the Board of Directors of Booking Holdings Inc. adjusted the terms of the Performance Share Unit award granted in 2019 to Mr. Fogel (the "2019 PSUs") to set its payout at 0.33 times the number of "target" shares underlying the grant. The 2019 PSUs will vest in March 2022, subject to completion of continuous service until the vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fogel Glenn D BOOKING HOLDINGS INC. 800 CONNECTICUT AVENUE NORWALK, CT 06854	X		CEO and President

Signatures
/s/ Glenn D. Fogel		1/29/2021
**Signature of Reporting Person		Date