Form 4 for EXPE Expedia Group
Accepted 2022-02-17 00:00:00 ET · period of report 2022-02-15 · accession 0001225208-22-002690 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-02-17 | 2022-02-15 | EXPE | Dzielak Robert J | CLO, Sec'y | M - OptEx | $73.09 | +65.6K | 113.7K | +136% | +$4.80M |
| DM | 2022-02-17 | 2022-02-15 | EXPE | Dzielak Robert J | CLO, Sec'y | S - Sale+OE | $209.84 | -45.9K | 116.2K | -28% | -$9.63M |
| D | 2022-02-17 | 2022-02-15 | EXPE | Dzielak Robert J | CLO, Sec'y | F - Tax | $197.17 | -7,763 | 108.5K | -7% | -$1.53M |
| DM | 2022-02-17 | 2022-02-15 | EXPE | Dzielak Robert J | CLO, Sec'y | M - OptEx | $0.00 | -65.6K | 8,873 | -88% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-02-15 | M | A | 1,109 | $0.00 | 115,954 | D | — | — | |
| 2 | Common | Common Stock | 2022-02-15 | S | D | 45,182 | $209.83 | 63,271 | D | — | — | (F1) The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Dzielak on December 6, 2021. (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. |
| 3 | Common | Common Stock | 2022-02-15 | M | A | 13,308 | $0.00 | 110,516 | D | — | — | |
| 4 | Common | Common Stock | 2022-02-15 | M | A | 1,142 | $0.00 | 114,845 | D | — | — | |
| 5 | Common | Common Stock | 2022-02-15 | F | D | 7,763 | $197.17 | 108,453 | D | — | — | (F3) Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units. |
| 6 | Common | Common Stock | 2022-02-15 | M | A | 25,640 | $104.50 | 76,957 | D | — | — | |
| 7 | Common | Common Stock | 2022-02-15 | M | A | 20,251 | $104.50 | 97,208 | D | — | — | |
| 8 | Common | Common Stock | 2022-02-15 | M | A | 971 | $0.00 | 116,925 | D | — | — | |
| 9 | Common | Common Stock | 2022-02-15 | S | D | 709 | $210.73 | 116,216 | D | — | — | (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. |
| 10 | Common | Common Stock | 2022-02-15 | M | A | 3,187 | $0.00 | 113,703 | D | — | — | |
| 11 | Derivative | Restricted Stock Units | 2022-02-15 | M | D | 1,142 | $0.00 | 4,568 | D | $0.00 · 2020-02-15 to 2023-02-15 | 1,142 Common Stock | (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. |
| 12 | Derivative | Restricted Stock Units | 2022-02-15 | M | D | 1,109 | $0.00 | 8,872 | D | $0.00 · 2021-02-15 to 2024-02-15 | 1,109 Common Stock | (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. |
| 13 | Derivative | Restricted Stock Units | 2022-02-15 | M | D | 971 | $0.00 | 11,651 | D | $0.00 · 2021-05-15 to 2025-02-15 | 971 Common Stock | (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. |
| 14 | Derivative | Options to Purchase Common Stock | 2022-02-15 | M | D | 20,251 | $0.00 | 0 | D | $104.50 · 2019-02-15 to 2025-03-02 | 20,251 Common Stock | (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. |
| 15 | Derivative | Options to Purchase Common Stock | 2022-02-15 | M | D | 25,640 | $0.00 | 25,640 | D | $104.50 · — to 2025-03-02 | 25,640 Common Stock | (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. |
| 16 | Derivative | Restricted Stock Units | 2022-02-15 | M | D | 3,187 | $0.00 | 0 | D | $0.00 · 2019-02-15 to 2022-03-02 | 3,187 Common Stock | (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. |
| 17 | Derivative | Performance Stock Units | 2022-02-15 | M | D | 13,308 | $0.00 | 8,873 | D | $0.00 · — to 2023-02-15 | 13,308 Common Stock | (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. |