0001179110-13-004251.txt : 20130305
0001179110-13-004251.hdr.sgml : 20130305
20130305171517
ACCESSION NUMBER: 0001179110-13-004251
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130301
FILED AS OF DATE: 20130305
DATE AS OF CHANGE: 20130305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MILLONES PETER J
CENTRAL INDEX KEY: 0001214612
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25581
FILM NUMBER: 13666820
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 -
X0306
4
2013-03-01
0
0001075531
PRICELINE COM INC
PCLN
0001214612
MILLONES PETER J
800 CONNECTICUT AVENUE
NORWALK
CT
06854
0
1
0
0
Executive VP, General Counsel
Common Stock
2013-03-01
4
A
0
10178
0
A
14081
D
Common Stock
2013-03-01
4
F
0
4952
689.11
D
9129
D
Common Stock
2013-03-04
4
S
0
100
693.86
D
9029
D
Common Stock
2013-03-04
4
S
0
100
695.36
D
8929
D
Common Stock
2013-03-04
4
S
0
400
701.30
D
8529
D
Common Stock
2013-03-04
4
S
0
200
703.90
D
8329
D
Common Stock
2013-03-04
4
S
0
100
705.06
D
8229
D
2013 Performance Share Unit Grant
2013-03-04
4
A
0
5750
0
A
5750
D
2012 Performance Share Units
3097
D
2011 Performance Share Units
3098
D
On March 1, 2013, performance share units vested pursuant to their terms and resulted in the issuance of 10,178 shares of priceline.com common stock.
On March 1, 2013, 4,952 shares of common stock were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units.
The shares were sold pursuant to a sales plan, dated November 21, 2012, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
Represents the weighted average sales price. The range of prices received for the reported transactions was $701.05 - $701.60. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
March 4, 2013 grant of 5,750 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.
/s/ Peter J. Millones
2013-03-05