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