0001179110-12-004028.txt : 20120302 0001179110-12-004028.hdr.sgml : 20120302 20120302162608 ACCESSION NUMBER: 0001179110-12-004028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120229 FILED AS OF DATE: 20120302 DATE AS OF CHANGE: 20120302 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: 12663263 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: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 4 1 edgar.xml FORM 4 - X0304 4 2012-02-29 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 2012-02-29 4 M 0 50000 18.78 A 247260 D Common Stock 2012-02-29 4 S 0 6128 627.21 D 241132 D Common Stock 2012-02-29 4 S 0 11516 628.20 D 229616 D Common Stock 2012-02-29 4 S 0 9976 629.24 D 219640 D Common Stock 2012-02-29 4 S 0 10380 630.06 D 209260 D Common Stock 2012-02-29 4 S 0 2800 631.22 D 206460 D Common Stock 2012-02-29 4 S 0 4589 632.15 D 201871 D Common Stock 2012-02-29 4 S 0 3511 633.33 D 198360 D Common Stock 2012-02-29 4 S 0 1100 634.23 D 197260 D 2011 Performance Share Units 9682 D 2010 Performance Share Units 12404 D Restricted Stock Units 27828 D Common Stock 166 I See Footnote Stock Options (right to buy) 18.78 2012-02-29 4 M 0 50000 0 D 2014-02-06 Common Stock 50000 50000 D The shares were sold pursuant to a sales plan dated August 24, 2009 (the "2009 Plan") which complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. The terms of the 2009 Plan were summarized in a Form 8-K filed with the Securities and Exchange Commission on August 27, 2009. The existence of the 2009 Plan, the total shares subject to the 2009 Plan and the date of adoption of the 2009 Plan were also disclosed on the Investor Relations section of priceline.com's website and in priceline.com's proxy statements filed with the Securities and Exchange Commission in 2010 (pg. 27) and 2011 (pg. 33). Represents the weighted average sales price. The range of prices received for the reported transactions was $626.70 - $627.69. 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 $627.73 - $628.68. 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 $628.73 - $629.71. 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 $629.73 - $630.71. 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 $630.73 - $631.68. 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 $631.75 - $632.54. 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 $632.76 - $633.56. 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 $634.00 - $634.56. 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. 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-third of the shares vested on February 6, 2005 and the remaining shares vested pro rata through February 6, 2007. /s/ Jeffery H. Boyd 2012-03-01