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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 02/26/2009 | M | 7,570 | A | $9.18 | 31,357 | D | |||
Common Stock | 02/26/2009 | M | 5,000 | A | $18.78 | 36,357 | D | |||
Common Stock(1) | 02/26/2009 | S | 12,570 | D | $87.99 | 23,787 | D | |||
Common Stock(2) | 02/28/2009 | A | 15,000 | A | $0 | 38,787 | D | |||
Common Stock(3) | 02/28/2009 | F | 6,218 | D | $84.86 | 32,569 | D | |||
Common Stock(4) | 02/28/2009 | F | 1,037 | D | $84.86 | 34,032 | D | |||
2007 Performance Share Units(5) | 1,250 | D | ||||||||
2008 Performance Share Units(5) | 3,137 | D | ||||||||
Restricted Common Stock | 3,750 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Options (right to buy) | $9.18 | 02/26/2009 | M | 7,570 | (6) | 12/20/2010 | Common Stock | 7,570 | $0 | 0 | D | ||||
Stock Options (right to buy) | $18.78 | 02/26/2009 | M | 5,000 | (7) | 02/06/2014 | Common Stock | 5,000 | $0 | 25,000 | D |
Explanation of Responses: |
1. Represents the weighted average sales price. The range of prices received for the reported transactions was $87.80 - $88.19. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. |
2. On February 28, 2009, performance share units, which were originally issued on February 28, 2006, vested pursuant to their terms and upon the satisfaction of the applicable performance criteria resulting in the issuance of 15,000 shares of priceline.com common stock. |
3. On February 28, 2009, 6,218 shares of priceline.com's common stock were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units of Mr. Rose. |
4. On February 28, 2009, 2,500 shares of priceline.com Incorporated restricted common stock granted to Mr. Rose on February 1, 2005 vested and 1,037 shares of priceline.com common stock were withheld to satisfy certain tax withholding obligations. |
5. Represents "target" number of performance share units outstanding. |
6. One-half of the stock options vested on June 20, 2001 and the remaining stock options vested pro rata through December 20, 2002. |
7. One-third of the stock options vested on the first anniversary of the date of grant and the remaining stock options vested pro rata through February 6, 2007. |
/s/ Ronald Rose | 03/02/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |