Expedia (EXPE) Form 4 Expedia / Robert J Dzielak 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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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^*

Dzielak Robert J

(Last) (First) (Middle)

C/O EXPEDIA GROUP, INC.

1111 EXPEDIA GROUP WAY W.

(Street)

SEATTLE WA 98119

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer & Sec'y

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023

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	02/15/2023		M		4,437	A	$0.0000	74,856	D
Common Stock	02/15/2023		M		1,142	A	$0.0000	75,998	D
Common Stock	02/15/2023		M		1,109	A	$0.0000	77,107	D
Common Stock	02/15/2023		M		971	A	$0.0000	78,078	D
Common Stock	02/15/2023		M		718	A	$0.0000	78,796	D
Common Stock	02/15/2023		F(1)		2,065	D	$114.95	76,731	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
Performance Stock Units	$0.0000	02/15/2023		M			4,437	(2)	02/15/2023	Common Stock	4,437	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2023		M			1,142	02/15/2020(3)	02/15/2023	Common Stock	1,142	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2023		M			1,109	02/15/2021(4)	02/15/2024	Common Stock	1,109	$0.0000	4,436	D
Restricted Stock Units	$0.0000	02/15/2023		M			971	05/15/2021(5)	02/15/2025	Common Stock	971	$0.0000	7,767	D
Restricted Stock Units	$0.0000	02/15/2023		M			718	05/15/2022(6)	02/15/2026	Common Stock	718	$0.0000	8,605	D

Explanation of Responses:

1. Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.

2. Vesting of one-half of 17,745 target performance stock units ("PSUs") was dependent on the compound annual growth rate ("CAGR") of Expedia Group, Inc. Common Stock through a performance period ending on December 31, 2021 ("Tranche 1"), and vesting of the remaining one-half was dependent on the CAGR of Expedia Group, Inc. Common Stock through a performance period ending on December 31, 2022 ("Tranche 2"), in each case assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR. 13,308 PSUs vested on February 15, 2022 (with respect to Tranche 1) and 4,437 PSUs vested on February 15, 2023 (with respect to Tranche 2).

3. Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2020 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.

4. Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.

5. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.

6. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2022 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.

	/s/ Michael S. Marron, Attorney-in-fact	02/17/2023
	** Signature of Reporting Person	Date
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