0001225208-19-010672.txt : 20190730 0001225208-19-010672.hdr.sgml : 20190730 20190730170348 ACCESSION NUMBER: 0001225208-19-010672 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190726 FILED AS OF DATE: 20190730 DATE AS OF CHANGE: 20190730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty Expedia Holdings, Inc. CENTRAL INDEX KEY: 0001669600 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37429 FILM NUMBER: 19986312 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 720-875-5400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia Group, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: (425) 679-7200 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: Expedia, Inc. DATE OF NAME CHANGE: 20050420 4 1 doc4.xml X0306 4 2019-07-26 1 0001324424 Expedia Group, Inc. EXPE 0001669600 Liberty Expedia Holdings, Inc. C/O EXPEDIA GROUP, INC. 333 - 108TH AVENUE N.E. BELLEVUE WA 98004 1 Wholly Owned Subsidiary Common Stock 2019-07-26 4 J 0 5523452.0000 0 A 16600124.0000 D Class B Common Stock 0.0000 2019-07-26 4 J 0 5523452.0000 0.0000 D Common Stock 5523452.0000 7276547.0000 I Held through wholly owned subsidiary On July 26, 2019, pursuant to the Exchange Agreement, dated as of April 15, 2019, by and among Barry Diller, The Diller - von Furstenberg Foundation d/b/a The Diller - von Furstenberg Family Foundation, the reporting person and Expedia Group, Inc., the reporting person exchanged 5,523,452 shares of Expedia Group Class B common stock held by it for the same number of shares of Expedia Group common stock. Thereafter, pursuant to the Agreement and Plan of Merger, dated as of April 15, 2019, by and among Expedia Group, LEMS I LLC, ("Merger LLC"), LEMS II Inc. ("Merger Sub"), and the reporting person, as amended, Merger Sub merged with and into the reporting person (the "Merger"), with the reporting person surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the reporting person merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Expedia Group. Shares of Expedia Group Class B common stock are convertible at the option of the holder on a one-for-one basis into shares of Expedia Group common stock at any time and do not have an expiration date. Liberty Expedia Holdings, Inc. (LEMS I LLC) /s/ Michael S. Marron, Senior Vice President, Legal 2019-07-30