0001225208-19-010683.txt : 20190730
0001225208-19-010683.hdr.sgml : 20190730
20190730172455
ACCESSION NUMBER: 0001225208-19-010683
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: MALONE JOHN C
CENTRAL INDEX KEY: 0000937797
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37938
FILM NUMBER: 19986502
MAIL ADDRESS:
STREET 1: 12300 LIBERTY BLVD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Liberty Expedia Holdings, Inc.
CENTRAL INDEX KEY: 0001669600
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960]
IRS NUMBER: 811838757
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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
4
1
doc4.xml
X0306
4
2019-07-26
1
0001669600
Liberty Expedia Holdings, Inc.
LEXEA
0000937797
MALONE JOHN C
12300 LIBERTY BOULEVARD
ENGLEWOOD
CO
80112
1
1
Series A Common Stock
2019-07-26
4
D
0
351831.0000
0
D
0.0000
D
Series B Common Stock
2019-07-26
4
D
0
2553763.0000
0
D
0.0000
D
Series A Common Stock
2019-07-26
4
D
0
52828.0000
0
D
0.0000
I
Leslie A. Malone 1995 Revocable Trust
Series B Common Stock
2019-07-26
4
D
0
82565.0000
0
D
0.0000
I
Leslie A. Malone 1995 Revocable Trust
Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock (together, the "LEXPE Common Stock") was converted into the merger consideration, such that each holder of record of LEXPE Common Stock has the right to receive, in the aggregate, a number of shares of Parent's (as defined in the Remarks section) common stock equal to the product of the total number of shares of such series of LEXPE Common Stock held by such holder immediately prior to the Merger (as defined in the Remarks section) multiplied by 0.36, with such product rounded up to the next whole share of Parent's common stock.
Each share of the Issuer's Series B common stock was convertible, at the holder's election, into one share of the Issuer's Series A common stock at any time for no consideration other than the surrender of the share of Series B common stock for the share of Series A common stock.
These holdings were decreased by one share from the Form 4/A filed by the reporting person on November 14, 2016, as a result of an accounting reconciliation.
Includes 52,828 shares of the Issuer's Series A common stock that were previously reported as indirectly held by the reporting person's spouse.
Includes 82,565 shares of the Issuer's Series B common stock that were previously reported as indirectly held by the reporting person's spouse.
Pursuant to the Agreement and Plan of Merger, dated as of April 15, 2019 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019, the "Merger Agreement"), by and among the Issuer, Expedia Group, Inc. ("Parent"), LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger LLC"), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC ("Merger Sub"), on July 26, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Issuer (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Parent.
/s/ Craig Troyer as Attorney-in-Fact for John C. Malone
2019-07-30