Maffei Gregory B Form 4 Liberty Expedia / GREGORY B MAFFEI 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

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X

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^*

MAFFEI GREGORY B

(Last) (First) (Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Expedia Holdings, Inc. [ LEXEA ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2019

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
Series A Common Stock	07/26/2019		U		198,168(1)	D	$0(2)	0.0000	D
Series B Common Stock(3)	07/26/2019		U		24,266	D	$0(2)	0.0000	D
Series A Common Stock	07/26/2019		U		227,708(4)	D	$0(2)	0.0000	I	Maven 2017 - 1 GRAT(5)

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
Stock Option (right to buy) - LEXEA	$15.02	07/26/2019		U			215,066	(6)	12/17/2019	Series A Common Stock	215,066	(7)	0.0000	D
Stock Option (right to buy) - LEXEA	$22.54	07/26/2019		U			295,226	(6)	12/17/2019	Series A Common Stock	295,226	(7)	0.0000	D
Stock Option (right to buy) - LEXEB	$39.19	07/26/2019		U			79,590	(6)	03/29/2023	Series B Common Stock	79,590	(7)	0.0000	D
Stock Option (right to buy) - LEXEB	$42.77	07/26/2019		U			43,536	(6)	03/31/2022	Series B Common Stock	43,536	(7)	0.0000	D
Stock Option (right to buy) - LEXEB	$38.02	07/26/2019		U			535,494	(8)	12/24/2021	Series B Common Stock	535,494	(7)	0.0000	D

Explanation of Responses:

1. Includes 50,700 shares of the Issuer's Series A common stock that were previously reported as indirectly held by the reporting person's grantor retained annuity trust.

2. 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.

3. 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.

4. On July 17, 2019, 50,700 shares of the Issuer's Series A common stock were distributed from the grantor retained annuity trust to the reporting person.

5. The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse, and his children.

6. The derivative security is fully vested.

7. Pursuant to the terms of the Merger Agreement, such stock option of the Issuer was accelerated and converted into the right to receive a number of shares of Parent's common stock equal to (x) 0.36 multiplied by (y) the number of shares covered by such Issuer stock option (after deducting a number of shares sufficient to cover the aggregate option exercise price), less applicable tax withholdings, with the number of shares to be delivered to the holder of such Issuer stock options aggregated and rounded up to the next whole share of Parent's common stock.

8. The options vest 50% on December 24, 2018 and 50% on December 24, 2019.

Remarks:

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 Gregory B. Maffei	07/30/2019
	** Signature of Reporting Person	Date
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