0001225208-22-002690.txt : 20220217 0001225208-22-002690.hdr.sgml : 20220217 20220217203418 ACCESSION NUMBER: 0001225208-22-002690 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220215 FILED AS OF DATE: 20220217 DATE AS OF CHANGE: 20220217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dzielak Robert J CENTRAL INDEX KEY: 0001549041 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37429 FILM NUMBER: 22650498 MAIL ADDRESS: STREET 1: C/O EXPEDIA, INC. STREET 2: 333 108TH AVE NE CITY: BELLEVUE STATE: WA ZIP: 98004 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: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: (206) 481-7200 MAIL ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: Expedia, Inc. DATE OF NAME CHANGE: 20050420 4 1 doc4.xml X0306 4 2022-02-15 0001324424 Expedia Group, Inc. EXPE 0001549041 Dzielak Robert J C/O EXPEDIA GROUP, INC. 1111 EXPEDIA GROUP WAY W. SEATTLE WA 98119 1 Chief Legal Officer & Sec'y Common Stock 2022-02-15 4 M 0 25640.0000 104.5000 A 76957.0000 D Common Stock 2022-02-15 4 M 0 20251.0000 104.5000 A 97208.0000 D Common Stock 2022-02-15 4 M 0 13308.0000 0.0000 A 110516.0000 D Common Stock 2022-02-15 4 M 0 3187.0000 0.0000 A 113703.0000 D Common Stock 2022-02-15 4 M 0 1142.0000 0.0000 A 114845.0000 D Common Stock 2022-02-15 4 M 0 1109.0000 0.0000 A 115954.0000 D Common Stock 2022-02-15 4 M 0 971.0000 0.0000 A 116925.0000 D Common Stock 2022-02-15 4 S 0 709.0000 210.7315 D 116216.0000 D Common Stock 2022-02-15 4 F 0 7763.0000 197.1700 D 108453.0000 D Common Stock 2022-02-15 4 S 0 45182.0000 209.8341 D 63271.0000 D Options to Purchase Common Stock 104.5000 2022-02-15 4 M 0 25640.0000 0.0000 D 2025-03-02 Common Stock 25640.0000 25640.0000 D Options to Purchase Common Stock 104.5000 2022-02-15 4 M 0 20251.0000 0.0000 D 2019-02-15 2025-03-02 Common Stock 20251.0000 0.0000 D Performance Stock Units 0.0000 2022-02-15 4 M 0 13308.0000 0.0000 D 2023-02-15 Common Stock 13308.0000 8873.0000 D Restricted Stock Units 0.0000 2022-02-15 4 M 0 3187.0000 0.0000 D 2019-02-15 2022-03-02 Common Stock 3187.0000 0.0000 D Restricted Stock Units 0.0000 2022-02-15 4 M 0 1142.0000 0.0000 D 2020-02-15 2023-02-15 Common Stock 1142.0000 4568.0000 D Restricted Stock Units 0.0000 2022-02-15 4 M 0 1109.0000 0.0000 D 2021-02-15 2024-02-15 Common Stock 1109.0000 8872.0000 D Restricted Stock Units 0.0000 2022-02-15 4 M 0 971.0000 0.0000 D 2021-05-15 2025-02-15 Common Stock 971.0000 11651.0000 D The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Dzielak on December 6, 2021. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $210.72 to $210.75. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $209.70 to $210.67. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. One-half of the options to purchase the Company's common stock vests, if at all, upon satisfaction of a stock price goal of $200 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the "$200 Goal"), or if the $200 Goal is not met, on February 15, 2023: and an additional one-half vests, if at all, upon satisfaction of a stock price goal of $180 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the "$180 Goal"), or if the $180 Goal is not met, on February 15, 2022. Date at which first vesting occurs is indicated. One-fourth of the total number of options to purchase the Company's common stock vests on the first vesting date and an additional one-fourth on each anniversary thereafter until fully vested. Vesting of one-half these performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2021 ("Tranche 1"), and vesting of the remaining one-half is dependent on the CAGR of Expedia Group's common stock through a performance period ending on December 31, 2022 ("Tranche 2"). The "target" number of PSUs is reported in each case. Between 50% and 150% of the target number of PSUs may vest on February 15, 2022 (with respect to Tranche 1) and on February 15, 2023 (with respect to Tranche 2), in each case assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR. Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-fourth on each anniversary thereafter until the RSUs are fully vested. Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2020 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. /s/ Michael S. Marron, Attorney-in-fact 2022-02-17