Liberty Expedia (LEXEB) Form 4 Liberty 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)

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)

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

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		D		33,621(1)	D	$0(2)	0.0000	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-LEXEA	(3)	07/26/2019		D			2,811	(4)	12/15/2019	Series A Common Stock	2,811	(5)	0.0000	D
Stock Option (right to buy) - LEXEA	$40.49	07/26/2019		D			12,225	(6)	03/04/2022	Series A Common Stock	12,225	(7)	0.0000	D
Stock Option (right to buy) - LEXEA	$40.49	07/26/2019		D			20,343	(8)	03/04/2023	Series A Common Stock	20,343(9)	(7)	0.0000	D
Stock Option (right to buy) - LEXEA	$22.54	07/26/2019		D			17,592	(6)	03/19/2020	Series A Common Stock	17,592	(7)	0.0000	D
Stock Option (right to buy) - LEXEA	$15.02	07/26/2019		D			18,951	(6)	03/19/2020	Series A Common Stock	18,951	(7)	0.0000	D

Explanation of Responses:

1. These holdings were decreased by 1 share from the Form 4 filed by the reporting person on December 18, 2018 as a result of an accounting reconciliation.

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 restricted stock unit represents a contingent right to receive one share of Series A Common Stock.

4. The restricted stock units vest on December 15, 2019.

5. Pursuant to the terms of the Merger Agreement, each outstanding award of the Issuer's restricted stock units 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 aggregate number of shares covered by such Issuer restricted stock unit, less applicable withholding taxes, with such product rounded up to the next whole share of Parent's common stock.

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 cash (without interest) in an amount equal to the product of (1) the excess (if any) of the per share cash equivalent consideration (calculated by multiplying 0.36 by the volume weighted average closing price of one share of Parent's common stock for the ten consecutive trading days ending on July 25, 2019) over the per share exercise price of such Issuer stock option, multiplied by (2) the number of shares of LEXPE Common Stock subject to such Issuer stock option immediately prior to the effective time of the Merger, less applicable tax withholdings.

8. The options vest 50% on December 31, 2019 and 50% on December 31, 2020.

9. 6,781 options were forfeited for no value on January 1, 2017 as a result of the reporting person's change in employment status.

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 Christopher W. Shean	07/30/2019
	** Signature of Reporting Person	Date
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