Booking (BKNG) 8-K Evolution of The Priceline Group to Booking Holdings Reflects the Expansion and Scale of the Business it is Today

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THE PRICELINE GROUP INC.

________________________________________

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

________________________________________

THE PRICELINE GROUP INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.    Article FIRST of the Certificate of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

“FIRST: The name of the Corporation is: Booking Holdings Inc. (hereinafter, the "Corporation")”

2.    The amendment to the Certificate of Incorporation effected hereby has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

3.    This Certificate of Amendment will become effective when filed with the Secretary of State of the State of Delaware.

(Signature Page Follows)

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officer this 21st day of February 2018.

THE PRICELINE GROUP INC.

By:    /s/ Peter J. Millones            

Name:    Peter J. Millones

Title:    Executive Vice President, General Counsel and

Secretary