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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (2) | (3) | 02/04/2006 | M | 17,862 | 02/04/2006(4) | 02/04/2009 | Common Stock | 17,862 | $ 0 | 53,589 (2) | D | ||||
| Options to Purchase Common Stock (5) | $ 5.94 | 08/09/2005 | 02/24/2010 | Common Stock | 10,003 | 10,003 (5) | D | ||||||||
| Options to Purchase Common Stock (5) | $ 18.4 | 08/09/2005 | 03/02/2010 | Common Stock | 50,000 | 50,000 (5) | D | ||||||||
| Options to Purchase Common Stock (5) | $ 19.29 | 08/09/2005 | 05/10/2010 | Common Stock | 7,500 | 7,500 (5) | D | ||||||||
| Options to Purchase Common Stock (5) | $ 22.18 | 08/09/2005 | 07/24/2010 | Common Stock | 150,000 | 150,000 (5) | D | ||||||||
| Options to Purchase Common Stock (5) | $ 16.57 | 08/09/2005 | 12/18/2010 | Common Stock | 125,000 | 125,000 (5) | D | ||||||||
| Options to Purchase Common Stock (5) | $ 20.06 | 08/09/2005 | 04/25/2011 | Common Stock | 41,666 | 41,666 (5) | D | ||||||||
| Options to Purchase Common Stock (5) | $ 21.19 | 08/09/2005(6) | 12/16/2011 | Common Stock | 164,027 | 164,027 (5) | D | ||||||||
| Restricted Stock Units (2) | $ 0 (3) | 02/12/2006(7) | 02/12/2008 | Common Stock | 84,333 | 84,333 (2) | D | ||||||||
| Restricted Stock Units (2) | $ 0 (3) | 02/10/2006(8) | 02/10/2010 | Common Stock | 94,174 | 94,174 (2) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KHOSROWSHAHI DARA 3150 139TH AVENUE SE BELLEVUE, WA 98005 |
X | Chief Executive Officer | ||
| By: Amy E. Weaver, Attorney-in-Fact | 02/06/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 52,195 shares of Expedia Common Stock received in connection with the spin-off by IAC/InterActive Corp (IAC) of Expedia, Inc. (Expedia), which was completed on August 9, 2005 (the Spin-Off). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the Reverse Stock Split) was effected by way of a reclassification, pursuant to which each share of IAC Common Stock, par value $0.01 (Old IAC Common Stock), was reclassified into one share of IAC Common Stock, par value $0.001 (New IAC Common Stock), and 1/100 of a share of IAC Series 1 Mandatory Exchangeable Preferred Stock, which was automatically exchanged into one share of Expedia Common Stock. |
| (2) | Represents Restricted Stock Units (RSUs) of Expedia received in connection with the Spin-Off. In connection with the Spin-Off, the reporting person's RSUs of IAC common stock were adjusted into RSUs of Expedia common stock. The vesting schedules below reflect vesting dates remaining following the Spin-Off. |
| (3) | None. |
| (4) | Date at which first vesting following August 9, 2005 occurred is indicated. One-fourth of the total number of RSUs outstanding August 9, 2005 vested on the first vesting date and an additional one-fourth each anniversary thereafter until the RSUs are fully vested. |
| (5) | Represents stock options of Expedia received in connection with the Spin-off. In connection with the Spin-Off, stock options to purchase IAC common stock were adjusted into stock options to purchase Expedia common stock. The vesting schedules below reflect vesting dates remaining following the Spin-Off. |
| (6) | Options for 93,750 shares were vested at August 9, 2005, and the balance of 70,277 shares vested on December 16, 2005. |
| (7) | Date at which first vesting following August 9, 2005 occurs is indicated. One-third of the total number of RSUs outstanding August 9, 2005 vest on the first vesting date and an additional one-third on each anniversary thereafter until the RSUs are fully vested. |
| (8) | Date at which first vesting following August 9, 2005 occurs is indicated. One-fifth of the total number of RSUs outstanding August 9, 2005 vest on the first vesting date and an additional one-fifth each anniversary thereafter until the RSUs are fully vested. |