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

Signature
/s/ Michael S. Marron, Attorney-in-fact
Stock symbol
EXPE
Transactions as of
Feb 15, 2022
Transactions value $
-$6,365,154
Form type
4
Date filed
2/17/2022, 07:34 PM
Previous filing
Feb 10, 2022
Next filing
Mar 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EXPE Common Stock Options Exercise $2.68M +25.6K +49.96% $104.50 77K Feb 15, 2022 Direct
transaction EXPE Common Stock Options Exercise $2.12M +20.3K +26.31% $104.50 97.2K Feb 15, 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +13.3K +13.69% $0.00 111K Feb 15, 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +3.19K +2.88% $0.00 114K Feb 15, 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +1.14K +1% $0.00 115K Feb 15, 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +1.11K +0.97% $0.00 116K Feb 15, 2022 Direct
transaction EXPE Common Stock Options Exercise $0 +971 +0.84% $0.00 117K Feb 15, 2022 Direct
transaction EXPE Common Stock Sale -$149K -709 -0.61% $210.73 116K Feb 15, 2022 Direct F1, F2
transaction EXPE Common Stock Tax liability -$1.53M -7.76K -6.68% $197.17 108K Feb 15, 2022 Direct F3
transaction EXPE Common Stock Sale -$9.48M -45.2K -41.66% $209.83 63.3K Feb 15, 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 -25.6K -50% $0.00 25.6K Feb 15, 2022 Common Stock 25.6K $104.50 Direct F5
transaction EXPE Options to Purchase Common Stock Options Exercise $0 -20.3K -100% $0.00* 0 Feb 15, 2022 Common Stock 20.3K $104.50 Direct F6
transaction EXPE Performance Stock Units Options Exercise $0 -13.3K -60% $0.00 8.87K Feb 15, 2022 Common Stock 13.3K $0.00 Direct F7
transaction EXPE Restricted Stock Units Options Exercise $0 -3.19K -100% $0.00* 0 Feb 15, 2022 Common Stock 3.19K $0.00 Direct F8
transaction EXPE Restricted Stock Units Options Exercise $0 -1.14K -20% $0.00 4.57K Feb 15, 2022 Common Stock 1.14K $0.00 Direct F9
transaction EXPE Restricted Stock Units Options Exercise $0 -1.11K -11.11% $0.00 8.87K Feb 15, 2022 Common Stock 1.11K $0.00 Direct F10
transaction EXPE Restricted Stock Units Options Exercise $0 -971 -7.69% $0.00 11.7K Feb 15, 2022 Common Stock 971 $0.00 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.