0001179110-13-004249.txt : 20130305
0001179110-13-004249.hdr.sgml : 20130305
20130305171431
ACCESSION NUMBER: 0001179110-13-004249
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130301
FILED AS OF DATE: 20130305
DATE AS OF CHANGE: 20130305
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
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: 13666805
MAIL ADDRESS:
STREET 1: PRICELINE.COM INCORPORATED
STREET 2: 800 CONNECTICUT AVE
CITY: NORWALK
STATE: CT
ZIP: 06854
4
1
edgar.xml
FORM 4 -
X0306
4
2013-03-01
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
2013-03-01
4
M
0
50000
18.78
A
221080
D
Common Stock
2013-03-01
4
S
0
1900
685.46
D
219180
D
Common Stock
2013-03-01
4
S
0
1130
686.39
D
218050
D
Common Stock
2013-03-01
4
S
0
2861
687.90
D
215189
D
Common Stock
2013-03-01
4
S
0
644
689.28
D
214545
D
Common Stock
2013-03-01
4
S
0
600
691.30
D
213945
D
Common Stock
2013-03-01
4
S
0
3550
692.81
D
210395
D
Common Stock
2013-03-01
4
S
0
6562
693.90
D
203833
D
Common Stock
2013-03-01
4
S
0
12901
694.74
D
190932
D
Common Stock
2013-03-01
4
S
0
8601
695.81
D
182331
D
Common Stock
2013-03-01
4
S
0
8929
696.88
D
173402
D
Common Stock
2013-03-01
4
S
0
1922
697.94
D
171480
D
Common Stock
2013-03-01
4
S
0
400
698.47
D
171080
D
Common Stock
2013-03-01
4
A
0
37212
0
A
208292
D
Common Stock
2013-03-01
4
F
0
18104
689.11
D
190188
D
2013 Performance Share Unit Grant
2013-03-04
4
A
0
11501
0
A
11501
D
2012 Performance Share Units
6967
D
2011 Performance Share Units
9682
D
Common Stock
15166
I
See Footnote
Stock Options (right to buy)
18.78
2013-03-01
4
M
0
50000
0
D
2014-02-06
Common Stock
50000
0
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 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 disclosed in priceline.com's proxy statements filed with the Securities and Exchange Commission in 2010 (page 27), in 2011 (page 33) and in 2012 (page 29).
Represents the weighted average sales price. The range of prices received for the reported transactions was $685.03 - $685.95. 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 $686.03 - $686.84. 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 $687.56 - $688.46. 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 $688.57 - $689.55. 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 $691.05 - $691.54. 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 $692.09 - $693.05. 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 $693.27 - $694.22. 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 $694.28 - $695.27. 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 $695.31 - $696.28. 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 $696.39 - $697.35. 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 $697.39 - $698.32. 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 $698.39 - $698.60. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
On March 1, 2013, performance share units vested pursuant to their terms and resulted in the issuance of 37,212 shares of priceline.com common stock.
On March 1, 2013, 18,104 shares of common stock were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units.
March 4, 2013 grant of 11,501 performance share units. The exact number of shares to be issued upon vesting could be as many as two times the initial grant or as little as no shares, and depends upon, among other things, the Company's financial performance. Subject to continued service, the shares, if any, will be issued on or about March 4, 2016 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.
Represents "target" number of shares underlying performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors.
Represents: (1) 15,000 shares held by a charitable foundation controlled by Mr. Boyd, and (2) 166 shares held by an immediate family member. Mr. Boyd disclaims beneficial ownership of these shares.
One-third of the shares vested on February 6, 2005 and the remainder vested pro-rata through February 6, 2007.
/s/ Jeffery H. Boyd
2013-03-05