-----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, H/TklQOKhZ7Kr1fam0ZssYYViGgV3lHvelB6PcDfwahN09NJoZcJcO0m6ydEkRrQ riv8Sj+IqltneJGfwGK5Mg== 0001179110-10-008650.txt : 20100514 0001179110-10-008650.hdr.sgml : 20100514 20100514161318 ACCESSION NUMBER: 0001179110-10-008650 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100512 FILED AS OF DATE: 20100514 DATE AS OF CHANGE: 20100514 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: BOYD JEFFERY H CENTRAL INDEX KEY: 0001214606 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 10833763 4 1 edgar.xml FORM 4 - X0303 4 2010-05-12 0 0001075531 PRICELINE COM INC PCLN 0001214606 BOYD JEFFERY H 800 CONNECTICUT AVENUE NORWALK CT 06854 1 1 0 0 President and CEO Common Stock 2010-05-12 4 M 0 88888 30.66 A 295026 D Common Stock 2010-05-12 4 M 0 16666 20.28 A 311692 D Common Stock 2010-05-12 4 S 0 8771 213.91 D 302921 D Common Stock 2010-05-12 4 S 0 13300 215.07 D 289621 D Common Stock 2010-05-12 4 S 0 8000 215.77 D 281621 D Common Stock 2010-05-12 4 S 0 11336 217.12 D 270285 D Common Stock 2010-05-12 4 S 0 23611 217.98 D 246674 D Common Stock 2010-05-12 4 S 0 34536 218.87 D 212138 D Common Stock 2010-05-12 4 S 0 4599 220.05 D 207539 D Common Stock 2010-05-12 4 S 0 1401 220.98 D 206138 D 2010 Performance Share Units 12404 D 2008 Performance Share Units 18038 D Restricted Stock Units 27828 D Common Stock 166 I See Footnote Stock Options (right to buy) 30.66 2010-05-12 4 M 0 88888 0 D 2011-05-25 Common Stock 88888 88890 D Stock Options (right to buy) 20.28 2010-05-12 4 M 0 16666 0 D 2013-05-07 Common Stock 16666 33334 D The shares were sold pursuant to two sales plans, one dated March 10, 2008 (the "2008 Plan") and one dated August 24, 2009 (the "2009 Plan"), each of which comply with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. The terms of the sales plans were summarized in Form 8-Ks filed with the Securities and Exchange Commission on March 14, 2008 and August 27, 2009. The existence of the 2008 Plan, the total shares subject to the plan and the date of adoption of the plan were also disclosed on page 27 of priceline.com's proxy statements filed with the Securities and Exchange Commission on April 30, 2009 and April 30, 2010. The existence of the 2009 Plan, the total shares subject to the plan and the date of adoption of the plan were also disclosed on page 27 of priceline.com's proxy statement filed with the Securities and Exchange Commission on April 30, 2010. Represents the weighted average sales price. The range of prices received for the reported transactions was $213.47-$214.46. Upon request by the Commission, 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 $214.48-$215.46. Upon request by the Commission, 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 $215.48-$216.47. Upon request by the Commission, 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 $216.50-$217.495. Upon request by the Commission, 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 $217.50-$218.49. Upon request by the Commission, 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 $218.50-$219.48. Upon request by the Commission, 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 $219.50-$220.49. Upon request by the Commission, 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 $220.50-$221.22. Upon request by the Commission, 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. Represents "target" number of restricted stock units outstanding. The actual number of shares issued, if any, could decrease depending on certain performance factors. Shares held by an immediate family member, of which Mr. Boyd disclaims beneficial ownership. One-half of the stock options vested on May 25, 2001 and the remaining stock options vested pro rata monthly thereafter through November 25, 2002. One-third of the stock options vested on May 7, 2004 and the remaining stock options vested pro rata monthly thereafter through May 7, 2006. /s/ Jeffery H. Boyd 2010-05-14 -----END PRIVACY-ENHANCED MESSAGE-----