0001104659-24-036812.txt : 20240321 0001104659-24-036812.hdr.sgml : 20240321 20240320182743 ACCESSION NUMBER: 0001104659-24-036812 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240321 DATE AS OF CHANGE: 20240320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Booking Holdings Inc. CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36691 FILM NUMBER: 24768921 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 FORMER COMPANY: FORMER CONFORMED NAME: Priceline Group Inc. DATE OF NAME CHANGE: 20140328 FORMER COMPANY: FORMER CONFORMED NAME: PRICELINE COM INC DATE OF NAME CHANGE: 19981221 8-A12B 1 tm249246d1_8a12b.htm 8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934

Booking Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		06-1528493
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

800 Connecticut Avenue

Norwalk, Connecticut 06854

(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
€500,000,000 3.500% Senior Notes Due 2029		The Nasdaq Stock Market LLC
€650,000,000 3.625% Senior Notes Due 2032		The Nasdaq Stock Market LLC
€850,000,000 3.750% Senior Notes Due 2036		The Nasdaq Stock Market LLC
€750,000,000 4.000% Senior Notes Due 2044		The Nasdaq Stock Market LLC


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(c), please check the following box. x		If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(d), please check the following box. ¨

Securities Act registration statement file number to which this form relates:		333-273678 (If applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered

The description of the securities to be registered is contained in the Prospectus Supplement dated February 27, 2024, and the Prospectus dated August 4, 2023, copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on February 28, 2024, each of which forms a part of the Registrant’s Registration Statement on Form S-3 (No. 333-273678), and each of which is incorporated herein by reference.

Item 2. Exhibits

The following exhibits are filed with the Commission and the Nasdaq Stock Market LLC:

2.1 Form of the Registrant’s 3.500% Senior Note Due 2029 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

2.2 Form of the Registrant’s 3.625% Senior Note Due 2032 (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

2.3 Form of the Registrant’s 3.750% Senior Note Due 2036 (incorporated herein by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

2.4 Form of the Registrant’s 4.000% Senior Note Due 2044 (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

2.5 Indenture, dated August 8, 2017 (the “Base Indenture”), between the Registrant and U.S. Bank Trust Company, National Association, as trustee, (incorporated herein by reference to Exhibit 4.4 to our Registration Statement on Form S-3 (No. 333-273678) filed with the Commission on August 4, 2023).

2.6 Officers’ Certificate, dated March 1, 2024, with respect to the 3.500% Senior Notes due 2029 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.5 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

2.7 Officers’ Certificate, dated March 1, 2024, with respect to the 3.625% Senior Notes due 2032 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.6 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

2.8 Officers’ Certificate, dated March 1, 2024, with respect to the 3.750% Senior Notes due 2036 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.7 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

2.9 Officers’ Certificate, dated March 1, 2024, with respect to the 4.000% Senior Notes due 2044 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.8 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	BOOKING HOLDINGS INC.

Date: March 20, 2024	By:	/s/ Peter J. Millones
		Name:	Peter J. Millones
		Title:	Executive Vice President and General Counsel