0001075531-13-000056.txt : 20131127 0001075531-13-000056.hdr.sgml : 20131127 20131127170615 ACCESSION NUMBER: 0001075531-13-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131126 ITEM INFORMATION: Other Events FILED AS OF DATE: 20131127 DATE AS OF CHANGE: 20131127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM INC CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 131248401 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 8-K 1 executives10b5-1plansnov20.htm 8-K Executives 10b5-1 Plans Nov 2013


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) November 26, 2013
 
priceline.com Incorporated
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-25581
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)
 
N/A 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.    Other Events

On November 26, 2013, Jeffery H. Boyd, Chief Executive Officer of priceline.com Incorporated (the "Company"), entered into a stock trading plan implemented pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan provides for the sale of shares issued upon vesting of Mr. Boyd's March 2011 performance share units, net of shares withheld to cover income taxes associated with the vesting, which are scheduled to vest in March 2014. The performance share units represent a "target" amount of 9,682 shares, however the maximum amount could be up to two times (2x) the "target" amount. The terms of the performance share units have been previously disclosed. The plan provides that all of the "net" number of shares received by Mr. Boyd (i.e., net of amounts associated with any tax withholding) will be sold. The first possible sales date is March 4, 2014. Under the terms of the plan, Mr. Boyd will have no discretion or control over the timing or effectuation of the sales.

On November 26, 2013, Daniel J. Finnegan, Chief Financial Officer of the Company, entered into a stock trading plan implemented pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan provides for the sale of shares issued upon vesting of Mr. Finnegan's March 2011 performance share units, net of shares withheld to cover income taxes associated with the vesting, which are scheduled to vest in March 2014. The performance share units represent a "target" amount of 3,098 shares, however the maximum amount could be up to two times (2x) the "target" amount. The terms of the performance share units have been previously disclosed. The plan provides that all of the "net" number of shares received by Mr. Finnegan (i.e., net of amounts associated with any tax withholding) will be sold, subject to certain price limits. The first possible sales date is March 17, 2014. Under the terms of the plan, Mr. Finnegan will have no discretion or control over the timing or effectuation of the sales.

A table summarizing the pre-arranged trading plans adopted by each of the Company's "Section 16" officers and directors is available on the Investor Relations section of priceline.com's website (www.priceline.com) under the tab "Corporate Governance." The Company practice, which it currently intends to continue, is to update the table following the closing of its trading window each quarter.







SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PRICELINE.COM INCORPORATED
By:
/s/ Peter J. Millones
Name:
Peter J. Millones
Title:
Executive Vice President, General Counsel
 
 

Date: November 27, 2013