Malone John C Form 4/A Liberty Expedia / JOHN C MALONE 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^*

MALONE JOHN C

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

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/08/2016

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	11/04/2016		J(1)		351,831	A	$0.0000(1)	351,831	D
Series B Common Stock(2)	11/04/2016		J(1)		2,553,764	A	$0.0000(1)	2,553,764	D
Series A Common Stock	11/04/2016		J(1)		52,828	A	$0.0000(1)	52,828(3)	I	By Spouse
Series B Common Stock(2)	11/04/2016		J(1)		82,565	A	$0.0000(1)	82,565(3)	I	By Spouse

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

Explanation of Responses:

1. On November 4, 2016, Liberty Interactive Corporation ("Liberty") redeemed (the "Redemption") a portion of the shares of its Liberty Ventures common stock for shares of common stock of Liberty Expedia Holdings, Inc. (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).

2. Each share of the Issuer's Series B common stock is 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.

3. The reporting person disclaims beneficial ownership of these shares owned by his spouse.

Remarks:

This amendment is being filed in order to amend and restate the Form 4 filed on November 8, 2016 (the "initial filing") to (1) correct an inadvertent error in the signature block and (2) remove the previously included Remarks that were inapplicable in light of the transactions reported in the initial filing. The transactions reported in Table I remain unchanged from the initial filing.

	/s/ Craig Troyer as Attorney-in-Fact for John C. Malone	11/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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