SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHEUNG KONG HOLDINGS LTD

(Last)

(First)

(Middle)

7TH FLOOR, CHEUNG KONG CENTER,

2 QUEEN'S ROAD CENTRAL

(Street)

HONG KONG

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$22.59	02/01/2005		A			8,000	02/01/2006⁽¹⁾	02/01/2015	Common Stock	8,000	⁽³⁾	8,000	I	By Edmond Tak Chuen Ip⁽²⁾
Stock Option (right to buy)	$22.59	02/01/2005		A			8,000	02/01/2006⁽¹⁾	02/01/2015	Common Stock	8,000	⁽³⁾	8,000	I	By Dominic Kai Ming Lai⁽²⁾
Stock Option (right to buy)	$22.59	02/01/2005		A			8,000	02/01/2006⁽¹⁾	02/01/2015	Common Stock	8,000	⁽³⁾	8,000	I	By Ian F. Wade⁽²⁾

Explanation of Responses:

1. The stock options are exercisable as to one-third on the first anniversary of the date of grant and, as to the balance, pro rata over 24 months thereafter.

2. Edmond Tak Chuen Ip, a designee of Prime Pro Group Limited and Potton Resources Limited (both wholly owned by Cheung Kong (Holdings) Limited ("Cheung Kong")) to the Issuer's Board of Directors, Dominic Kai Ming Lai, a designee of Forthcoming Era Limited and Ultimate Pioneer Limited (both wholly owned by Hutchison Whampoa Limited ("HWL") to the Issuer's Board of Directors, and Ian F. Wade, a designee of Forthcoming Era Limited, each holds the stock options for the account of the company/companies, as the case may be, he represents. Cheung Kong owns 49.97% of the issued shares of HWL. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of the stock options held by Dominic Kai Ming Lai and Ian F. Wade. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of such stock options.

3. Not Applicable

	Edmond Tak Chuen Ip	02/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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