0001179110-12-004442.txt : 20120306 0001179110-12-004442.hdr.sgml : 20120306 20120306174444 ACCESSION NUMBER: 0001179110-12-004442 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120304 FILED AS OF DATE: 20120306 DATE AS OF CHANGE: 20120306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fogel Glenn D CENTRAL INDEX KEY: 0001516908 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 12671734 MAIL ADDRESS: STREET 1: PRICELINE.COM INCORPORATED STREET 2: 800 CONNECTICUT AVENUE CITY: NORWALK STATE: CT ZIP: 06854 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 2012-03-04 0 0001075531 PRICELINE COM INC PCLN 0001516908 Fogel Glenn D PRICELINE.COM INCORPORATED 800 CONNECTICUT AVENUE NORWALK CT 06854 0 1 0 0 Hd Worldwide Strat & Planning 2012 Performance Share Unit Grant 2012-03-04 4 A 0 3097 0 A 3097 D Common Stock 2012-03-04 4 A 0 8000 0 A 16073 D Common Stock 2012-03-04 4 F 0 3671 645.86 D 12402 D 2011 Performance Share Units 3098 D 2010 Performance Share Units 5089 D On March 4, 2012, Mr. Fogel was granted 3,097 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Fogel, which could be as many as two times the initial grant or, alternatively, no shares, will depend upon, among other things, the Company's financial performance. The shares, if any, will be issued on or about March 4, 2015 or earlier, in the event of, among other things, a "change in control", (as defined in the performance share unit agreement) of the Company and/or termination of employment in certain circumstances. On March 4, 2012, restricted stock units, which were originally issued on March 4, 2009, vested pursuant to their terms resulting in the issuance of 8,000 shares of priceline.com common stock. On March 4, 2012, 3,671 shares of priceline.com's common stock were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units of Mr. Fogel. 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 performance share units outstanding. The actual number of shares issued, if any, could increase depending on certain performance factors. /s/ Glenn D. Fogel 2012-03-05