Christopher W Shean Form 4 Expedia / CHRISTOPHER W SHEAN 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^*

SHEAN CHRISTOPHER W

(Last) (First) (Middle)

C/O EXPEDIA GROUP, INC.

333 - 108TH AVENUE N.E.

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Expedia Group, Inc. [ EXPE ]

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

X	Director	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
Common Stock	07/26/2019		A		12,771(1)	A	$0.0000(1)	19,213	D
Common Stock	07/26/2019		M		2,173(2)	A	$0.0000	21,386	D
Common Stock	07/26/2019		M		1,377(2)	A	$0.0000	22,763	D
Common Stock	07/26/2019		M		580(2)	A	$0.0000	23,343	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
Restricted Stock Units	$0.0000	07/26/2019		M			580	(2)	06/01/2020	Common Stock	580	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	07/26/2019		M			1,377	(2)	06/01/2021	Common Stock	1,377	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	07/26/2019		M			2,173	(2)	06/01/2022	Common Stock	2,173	$0.0000	0.0000	D

Explanation of Responses:

1. The reporting person acquired these shares of Expedia Group, Inc. ("Expedia Group") common stock upon the consummation of the business combination transactions contemplated by 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 Expedia Group, LEMS I LLC, LEMS II Inc. and Liberty Expedia Holdings, Inc. ("Liberty Expedia"), pursuant to which 33,622 shares of Series A common stock, par value S0.01 per share, of Liberty Expedia ("Liberty Expedia Series A Common Stock") held by the reporting person and 2,811 restricted stock units denominated in shares of Liberty Expedia Series A common stock held by the reporting person were converted into the right to receive in the aggregate 12,771 shares of Expedia Group common stock.

2. Pursuant to the Merger Agreement, 4,130 restricted stock units denominated in shares of Expedia Group common stock held by the reporting person became fully vested and settled upon the reporting person's resignation from the Board of Directors of Expedia Group.

	/s/ Michael S. Marron, Attorney-in-fact	07/30/2019
	** Signature of Reporting Person	Date
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