SEC Form 4 · accession 0001104659-17-039289
Expedia Group, Inc. · EXPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1% exchangeable sr. debentures due 2047 (obligation to sell)F1,F2 | — | Jun 13, 2017 | S | — | D | — | Jun 30, 2047 | Common Stock | 2,062,640 | — | D |
Explanation of responses
- F1On June 13, 2017, the reporting person sold, pursuant to a purchase agreement, $400,000,000 aggregate principal amount of its 1.0% exchangeable senior debentures due 2047 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 5.1566 shares of the issuer's common stock, par value $0.0001 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement or a combination thereof.
- F2Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on July 5, 2022, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, in whole or in part, on or after July 5, 2022.
Remarks
Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the market value of the underlying Common Stock exceeds 130% of the principal amount of the Debenture; (ii) the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" with respect to a significant reference company; (iv) the Debenture is called for redemption; and (v) the issuer of the Common Stock declares a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the principal amount to $0.00 or such principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time after March 31, 2022 through the close of business on the second scheduled trading day immediately preceding July 5, 2022 and on or after May 31, 2047, through the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures.