Booking (BKNG) Form 4 Booking / Susana D'Emic ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

D'Emic Susana

(Last) (First) (Middle)

BOOKING HOLDINGS INC.

800 CONNECTICUT AVENUE

(Street)

NORWALK CT 06854

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Booking Holdings Inc. [ BKNG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CAO & CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/02/2023		A		293	A	$0	4,625(2)	D
Common Stock(3)	03/02/2023		A		357	A	$0	4,982	D
Common Stock(4)	03/04/2023		F		230	D	$2,620.4	4,752	D
Common Stock(5)	03/04/2023		A		1,526	A	$0	6,278	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the additional number of shares of common stock underlying a performance share unit award that was granted on March 4, 2021 and previously reported on Form 4 filed March 8, 2021, for which the performance has exceeded the target amount, and are expected to vest on March 4, 2024 subject to continued service.

2. Includes additional number of shares of common stock underlying a performance share unit award that was granted on March 4, 2021 and previously reported on Form 4 filed March 8, 2021, for which the performance has exceeded the target amount, and are expected to vest on March 4, 2024 subject to continued service.

3. Represents the additional number of shares of common stock underlying a performance share unit award that was granted on March 4, 2022 and previously reported on Form 4 filed March 4, 2022, for which the performance has exceeded the target amount, and are expected to vest on March 4, 2025 subject to continued service.

4. On March 4, 2023, 230 shares were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units.

5. Represents the target number of shares awarded pursuant to a grant of performance share units. The exact number of shares to be earned pursuant to this grant of performance share units by Ms. D'Emic, which could range from one to two times the target grant amount, will depend upon, among other things, Booking Holdings Inc.'s financial performance. The earned shares pursuant to the grant of performance share units will be issued, subject to continued employment, on or about March 4, 2026, or earlier, under certain circumstances described in the performance share unit agreement.

	/s/ Susana D'Emic	03/06/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.