-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EhWZ6bmdyuLWkuaiOTDahHlDcOBpmqtF7ri2WLAN923RvGZxmPtZ8TBWJzNl6RHm PT8/1EIU3tpeKG3f9xG1Pw== 0001104659-07-018229.txt : 20070312 0001104659-07-018229.hdr.sgml : 20070312 20070312164011 ACCESSION NUMBER: 0001104659-07-018229 CONFORMED SUBMISSION TYPE: 424B7 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070312 DATE AS OF CHANGE: 20070312 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: 424B7 SEC ACT: 1933 Act SEC FILE NUMBER: 333-139590 FILM NUMBER: 07688024 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 424B7 1 a07-5554_4424b7.htm 424B7

PROSPECTUS SUPPLEMENT NO. 3

 

Filed pursuant to Rule 424(b)(7)

(To Prospectus dated December 22, 2006)

 

Registration No. 333-139590

$345,000,000

priceline.com Incorporated

0.50% Convertible Senior Notes due 2011,
0.75% Convertible Senior Notes due 2013
and
Shares of Common Stock Issuable Upon Conversion of the Notes

This prospectus supplement supplements and amends the prospectus dated December 22, 2006  covering resales from time to time by selling securityholders of our 0.50% Convertible Senior Notes due 2011 (the “2011 notes”) and 0.75% Convertible Senior Notes due 2013 (the “2013 notes” and together with the 2011 notes, the “notes”) and shares of our common stock issuable upon conversion of the notes.

This prospectus supplement contains additional information about the selling securityholders. This prospectus supplement should be read in conjunction with the prospectus, and is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements to it.

Investing in the notes and our common stock issuable upon conversion of the notes involves risks.  See “Risk Factors” beginning on page 7 of the prospectus, as well as risk factors incorporated by reference in the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus supplement and the prospectus to which it refers. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the prospectus to which it refers is accurate only as of their respective dates.

The date of this prospectus supplement is March 12, 2007.



The information in the table appearing under the caption “Selling Securityholders” in the prospectus is supplemented and amended by adding the information below with respect to selling securityholders not previously listed in the prospectus, and by superseding the information with respect to selling securityholders previously listed in the prospectus as set forth below. This information was furnished to us by the selling securityholders listed below as of or prior to the date of this prospectus supplement. No additional notes or shares of our common stock are being offered for resale under the prospectus.

Name

 

 

 

Aggregate
Principal Amount
of 2011 Notes
Beneficially
Owned and Offered

 

Percentage of
2011 Notes
Outstanding

 

Number of Shares
of Common Stock
Offered(1)

 

Acuity Master Fund Ltd.(2)

 

$

2,270,000

 

1.32

%

56,215

 

Citigroup Global Markets Inc.(42)

 

$

585,000

 

*

 

14,487

 

SwissRe Financial Products Corp.(43)

 

$

2,000,000

 

1.16

%

49,529

 

*                 Less than one percent.

(1)             Assumes conversion of all of the holders’ notes at a conversion rate of 24.7647 shares of common stock per $1,000 principal amount of the notes. This conversion rate is subject to adjustment, however, as described under “Description of the Notes—Conversion of Notes.” As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. In addition, the number of shares of common stock listed for each holder does not include fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting from conversion of the notes, as described under “Description of the Notes—Conversion of Notes.”

(2)             David J. Harris and Howard Needle have voting and investment power.

(42)       Citigroup Global Markets Inc. is a registered broker-dealer and a wholly-owned subsidiary of Citigroup Inc., which is a reporting company under the Securities Exchange Act of 1934.

(43)       SwissRe Financial Products Corp. is an affiliate of SwissRe Capital Markets Corporation, a registered broker-dealer.



 

Name

 

 

 

Aggregate
Principal Amount
of 2013 Notes
Beneficially
Owned and Offered

 

Percentage of
2013 Notes
Outstanding

 

Number of Shares
of Common Stock
Offered(1)

 

Arkansas Teacher Retirement(30)

 

$

1,550,000

 

*

 

38,385

 

*                 Less than one percent.

(1)             Assumes conversion of all of the holders’ notes at a conversion rate of 24.7647 shares of common stock per $1,000 principal amount of the notes. This conversion rate is subject to adjustment, however, as described under “Description of the Notes—Conversion of Notes.” As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. In addition, the number of shares of common stock listed for each holder does not include fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting from conversion of the notes, as described under “Description of the Notes—Conversion of Notes.”

(30)       Nicholas-Applegate Capital Management LLC (“Nicholas-Applegate”) is an investment adviser registered under the Investment Advisers Act of 1940.  Nicholas-Applegate is an affiliate of Nicholas-Applegate Securities LLC, a limited purpose broker-dealer registered with the NASD effective April 1993.  Nicholas-Applegate Securities LLC was organized in December 1992 for the sole purpose of distributing mutual funds sponsored by Nicholas-Applegate.  This selling security holder has delegated full investment authority to Nicholas-Applegate, as investment adviser, over these securities, including full dispositive power.  The Chief Investment Officer of Nicholas-Applegate is Horacio A. Valeiras, CFA who, in such capacity, has oversight authority over all portfolio managers at Nicholas-Applegate.  To the knowledge of Nicholas-Applegate, the securities listed herein were not acquired as compensation for employment, underwriting, or any other services performed by the selling security holder for the benefit of the issuer.

The selling securityholders listed above do not have, and within the past three years have not had, any material relationship with us or any of our predecessors or affiliates and, unless otherwise indicated, do not beneficially own in excess of 1% of our outstanding common stock (such percentage of beneficial ownership is based on Rule 13d-3(d)(i) under the Exchange Act, using 36,536,069 shares of common stock outstanding as of November 22, 2006, and, for such holders, treating as outstanding the number of shares of common stock issuable upon conversion of all of the holder’s notes, but assuming no conversion of any other holder’s notes and not including shares of common stock that may be issued by us upon repurchase of notes by us at the option of the holders).

If all of the notes or common stock convertible upon conversion of the notes are sold, the selling securityholders will no longer hold any notes and would not own in excess of 1% of our outstanding common stock (such percentage calculated as described above).


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