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