-----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, H90Deexwal30iMuRSKe/dcvkmJGeNu4fjRLXfUJacgrIH1qZe7bkAjJ4i+rEkGbU 62yOq+FrIr27zYcuLDF/3g== 0001179110-10-004707.txt : 20100308 0001179110-10-004707.hdr.sgml : 20100308 20100308171404 ACCESSION NUMBER: 0001179110-10-004707 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100304 FILED AS OF DATE: 20100308 DATE AS OF CHANGE: 20100308 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2037053000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLONES PETER J CENTRAL INDEX KEY: 0001214612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 10664521 4 1 edgar.xml FORM 4 - X0303 4 2010-03-04 0 0001075531 PRICELINE COM INC PCLN 0001214612 MILLONES PETER J 800 CONNECTICUT AVENUE NORWALK CT 06854 0 1 0 0 Executive VP, General Counsel 2010 Performance Share Unit Grant 2010-03-04 4 A 0 5089 A 5089 D Common Stock 2010-03-05 4 A 0 5000 0 A 26932 D Common Stock 2010-03-05 4 F 0 2148 233.12 D 24784 D Common Stock 2010-03-05 4 F 0 3061 233.12 D 21723 D Common Stock 2010-03-05 4 S 0 1250 236.58 D 20473 D Common Stock 2010-03-08 4 S 0 4000 235.91 D 16473 D Common Stock 2010-03-08 4 S 0 400 236.65 D 16073 D 2008 Performance Share Units 5098 D Restricted Stock Units 9074 D On March 4, 2010, Mr. Millones was granted 5,089 priceline.com Incorporated (the "Company") performance share units, which represents the "target" number of performance share units. The exact number of shares to be issued to Mr. Millones, which could be as many as one to two times the initial grant, will depend upon, among other things, the Company's financial performance. The shares, if any, will be issued on or about march 1, 2013 or earlier, in the event of, among other things, a termination of employment in certain circumstances. On March 5, 2010, performance share units, which were originally issued on March 5, 2007, vested pursuant to their terms and upon the satisfaction of the applicable performance criteria resulting in the issuance of 5,000 shares of priceline.com common stock. On March 5, 2010, 2,148 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. Millones. On March 5, 2010, 7,500 shares of priceline.com Incorporated restricted common stock granted to Mr. Millones on March 5, 2007 vested and 3,061 shares of priceline.com common stock were withheld to satisfy certain tax withholding obligations. The shares were sold pursuant to a sales plan, dated August 22, 2008, that complies with the requirements of Rule 10b5-1(c0(1) under the Securities and Exchange Act of 1934, as amended. The shares were sold pursuant to a sales plan, dated August 24, 2009, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. Represents the weighted average sales price. The range of prices received for the reported transactions was $235.57-$236.54. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. Represents the weighted average sales price. The range of prices received for the reported transactions was $236.59-$236.72. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors. /s/ Peter J. Millones 2010-03-08 -----END PRIVACY-ENHANCED MESSAGE-----