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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ENGLISH PAUL M (Last) (First) (Middle) C/O KAYAK SOFTWARE CORPORATION 55 NORTH WATER STREET, SUITE 1 (Street) NORWALK CT 06854 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol KAYAK Software Corp [ KYAK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CTO
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2013
	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
Class A Common Stock	05/21/2013		D		315,880	D	(1)	0	I	See Footnote(1)
Class A Common Stock	05/21/2013		D		315,880	D	(2)	0	I	See Footnote(2)
Class A Common Stock	05/21/2013		D		208,075	D	(3)	0	I	See Footnote(3)

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
Class B Common Stock	(4)	05/21/2013		D			912,940	(4)	(4)	Class A Common Stock	912,940	(5)	0	D
Class B Common Stock	(4)	05/21/2013		D			100,000	(4)	(4)	Class A Common Stock	100,000	(3)	0	I	See Footnote(3)
Class B Common Stock	(4)	05/21/2013		D			902,803	(4)	(4)	Class A Common Stock	902,803	(6)	0	I	See Footnote(6)
Class B Common Stock	(4)	05/21/2013		D			161,084	(4)	(4)	Class A Common Stock	161,084	(7)	0	I	See Footnote(7)
Class B Common Stock	(4)	05/21/2013		D			161,084	(4)	(4)	Class A Common Stock	161,084	(8)	0	I	See Footnote(8)
Stock Option (right to buy)	$13	05/21/2013		D			200,000	(9)	04/28/2010	Class B Common Stock(4)	200,000	(10)	0	D
Stock Option (right to buy)	$26	05/21/2013		D			225,000	(11)	07/19/2022	Class B Common Stock(4)	225,000	(10)	0	D

Explanation of Responses:

1. The shares are held by The Paul M. English 2009 Charitable Remainder Unitrust I, of which Mr. English is a trustee and a beneficiary. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 91,202 shares disposed of for a cash payment of $40.00 per share pursuant to the Agreement and Plan of Merger, dated as of November 8, 2012 by and among the Issuer, priceline.com Incorporated ("priceline"), and Produce Merger Sub, Inc. (the "Merger Agreement"), in connection with the merger that became effective on May 21, 2013 (the "Merger"). 224,678 shares disposed of in exchange for 12,869 shares of priceline common stock and a cash payment of $408.50 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

2. The shares are held by The Paul M. English 2009 Charitable Remainder Unitrust II, of which Mr. English is a trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 91,202 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 224,678 shares disposed of in exchange for 12,869 shares of priceline common stock and a cash payment of $408.50 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

3. The shares are held by The Paul M. English 2007 Irrevocable Family Trust, of which Mr. English is a trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 60,076 shares of Class A Common Stock and 28,872 shares of Class B Common Stock disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 147,999 shares Class A Common Stock disposed of in exchange for 8,477 shares of priceline common stock and a cash payment of $281.27 in lieu of fractional shares of priceline common stock and 71,128 shares of Class B Common Stock disposed of in exchange for 4,074 shares of priceline common stock and a cash payment of $155.69 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

4. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer (subject to certain exceptions), or (ii) the death of a natural person holding Class B Common Stock. All authorized shares of Class B Common Stock will each convert automatically into Class A Common Stock on the seven-year anniversary of completion of the Issuer's initial public offering of Class A Common Stock.

5. 263,587 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 649,353 shares disposed of in exchange for 37,194 shares of priceline common stock and a cash payment of $690.72 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

6. The shares are held by The English Family 2010 Trust, of which Mr. English is not a trustee or a beneficiary. Mr. English has sole voting power over the shares owned by the trust. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 260,660 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 642,143 shares disposed of in exchange for 36,781 shares of priceline common stock and a cash payment of $698.95 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

7. The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 46,509 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 114,575 shares disposed of in exchange for 6,562 shares of priceline common stock and a cash payment of $629.10 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

8. The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 46,509 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 114,575 shares disposed of in exchange for 6,562 shares of priceline common stock and a cash payment of $629.10 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.

9. The shares underlying the option vest in equal monthly installments beginning on February 1, 2010 and ending on January 1, 2014.

10. Pursuant to the terms of the Merger Agreement, in connection with the Merger, all outstanding and unexercised stock options were converted automatically into options to purchase priceline common stock in accordance with the formula set forth in the Merger Agreement.

11. Twenty-five percent of the shares underlying the option vest on July 19, 2013. The balance of the shares vest in equal monthly installments beginning on August 19, 2013 and ending on July 19, 2016.

	/s/ David Mason, Attorney-in-fact	05/23/2013
	** Signature of Reporting Person	Date
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