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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Dzielak Robert J

(Last) (First) (Middle)
C/O EXPEDIA GROUP, INC.
1111 EXPEDIA GROUP WAY W.

(Street)
SEATTLE WA 98119

(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
X Officer (give title below) Other (specify below)
Chief Legal Officer & Sec'y
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024
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 02/15/2024 M 7,768 A $0.0000 83,586 D
Common Stock 02/15/2024 M 1,319 A $0.0000 84,905 D
Common Stock 02/15/2024 M 1,109 A $0.0000 86,014 D
Common Stock 02/15/2024 M 971 A $0.0000 86,985 D
Common Stock 02/15/2024 M 717 A $0.0000 87,702 D
Common Stock 02/15/2024 F(1) 3,659 D $134.82 84,043 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
Performance Stock Units $0.0000 02/15/2024 M 7,768(2) (2) 02/15/2024 Common Stock 7,768 $0.0000 0.0000 D
Restricted Stock Units $0.0000 02/15/2024 M 1,109 02/15/2021(3) 02/15/2024 Common Stock 1,109 $0.0000 0.0000 D
Restricted Stock Units $0.0000 02/15/2024 M 971 05/15/2021(4) 02/15/2025 Common Stock 971 $0.0000 3,884 D
Restricted Stock Units $0.0000 02/15/2024 M 717 05/15/2022(5) 02/15/2026 Common Stock 717 $0.0000 5,737 D
Restricted Stock Units $0.0000 02/15/2024 M 1,319 05/15/2023(6) 02/15/2027 Common Stock 1,319 $0.0000 15,822 D
Explanation of Responses:
1. Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.
2. Reflects vesting of one-half of 15,536 target performance stock units.
3. 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.
4. 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.
5. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2022 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
6. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2023 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
/s/ Michael S. Marron, Attorney-in-fact 02/20/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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