Wade D Haufschild Form 4 Liberty Expedia / Wade D Haufschild 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^*

Haufschild Wade D

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016

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

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(1)	$22.54(1)	11/09/2016		J(1)	V	4,945(1)		(2)	03/19/2020(3)	Series A Common Stock	4,945(1)	$0.0000	4,945	D
Stock Option (right to buy) - LEXEA(1)	$15.02(1)	11/09/2016		J(1)	V	1,729(1)		(2)	03/19/2020(3)	Series A Common Stock	1,729(1)	$0.0000	1,729	D
Stock Option (right to buy) - LEXEA(1)	$43.03(1)	11/09/2016		J(1)	V	3,016(1)		(4)	05/12/2022(3)	Series A Common Stock	3,016(1)	$0.0000	3,016	D
Stock Option (right to buy) - LEXEA(1)	$43.03(1)	11/09/2016		J(1)	V	7,820(1)		(5)	05/12/2023(3)	Series A Common Stock	7,820(1)	$0.0000	7,820	D

Explanation of Responses:

1. This stock option was granted as a result of the adjustments described in this footnote. In connection with the completion of the Redemption (as defined in the Remarks section), all option awards held by the reporting person with respect to Liberty Interactive Corporation's ("Liberty") Liberty Ventures common stock (each, a "Pre-Split Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-Split Ventures Award and (ii) an option relating to shares of the corresponding series of Liberty Expedia Holdings, Inc.'s (the "Issuer") common stock ("Post-Split LEXE Award"). These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. The derivative security is fully vested.

3. Except as set forth on this Form 4, the terms of the Post-Split LEXE Award will, in all material respects, be the same as those of the corresponding Pre-Split Ventures Award.

4. The options were granted on May 12, 2015; 33.33% vested on March 4, 2016, 33.33% will vest on March 4, 2017, and 33.33% will vest on March 4, 2018.

5. The options were granted on May 12, 2015; 50% will vest on December 31, 2019, and 50% will vest on December 31, 2020.

Remarks:

On November 4, 2016, Liberty redeemed (the "Redemption") a portion of the shares of its Liberty Ventures common stock for shares of common stock of the Issuer. In the Redemption, Liberty redeemed (i) 0.4 of each outstanding share of its Series A Liberty Ventures common stock for 0.4 of a share of the Issuer's Series A common stock and (ii) 0.4 of each outstanding share of its Series B Liberty Ventures common stock for 0.4 of a share of the Issuer's Series B common stock (in each case, with cash paid in lieu of any fractional shares).

	/s/ Craig Troyer as Attorney-in-Fact for Wade D. Haufschild	11/14/2016
	** Signature of Reporting Person	Date
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