SEC Form 4 · accession 0001225208-16-041741
Liberty Expedia Holdings, Inc. · LEXEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher W Shean
Officer — President/CEO · Director
Period of report
Nov 9, 2016
Accepted (ET)
Nov 14, 2016 · 6:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001669600
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy) - LEXEAF1,F2,F3 | $40.49 | Nov 9, 2016 | J | 12,225 | A | — | Mar 4, 2022 | Series A Common Stock | 12,225 | 12,225 | D |
| Stock Option (right to buy) - LEXEAF1,F4,F3 | $40.49 | Nov 9, 2016 | J | 27,124 | A | — | Mar 4, 2023 | Series A Common Stock | 27,124 | 27,124 | D |
| Stock Option (right to buy) - LEXEAF1,F5,F3 | $15.02 | Nov 9, 2016 | J | 18,951 | A | — | Mar 19, 2020 | Series A Common Stock | 18,951 | 18,951 | D |
| Stock Option (right to buy) - LEXEAF1,F5,F3 | $22.54 | Nov 9, 2016 | J | 17,592 | A | — | Mar 19, 2020 | Series A Common Stock | 17,592 | 17,592 | D |
Explanation of responses
- F1This 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.
- F2The options were granted on March 4, 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.
- F3Except 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.
- F4The options were granted on March 4, 2015; 50% will vest on December 31, 2019, and 50% will vest on December 31, 2020.
- F5The derivative security is fully vested.
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).