Filing Details

Accession Number:
0001179110-12-004441
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-03-06 17:44:19
Reporting Period:
2012-03-04
Filing Date:
2012-03-06
Filing Date Changed:
2012-03-06
Accepted Time:
2012-03-06 17:44:19
Original Submission Date:
Issuer
Cik Name Symbol Sector (SIC) IRS No
1075531 Priceline Com Inc PCLN Services-Business Services, Nec (7389) 061528493
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1214612 J Peter Millones 800 Connecticut Avenue
Norwalk CT 06854
Executive Vp, General Counsel No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings
2012 Performance Share Unit Grant Acquisiton 2012-03-04 3,097 $0.00 3,097
Common Stock Acquisiton 2012-03-04 9,074 $0.00 13,077
Common Stock Disposition 2012-03-04 3,885 $645.86 9,192
Common Stock Disposition 2012-03-05 447 $646.16 8,745
Common Stock Disposition 2012-03-05 153 $647.00 8,592
Common Stock Disposition 2012-03-05 300 $648.86 8,292
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Direct
No 4 A Direct
No 4 F Direct
No 4 S Direct
No 4 S Direct
No 4 S Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
2011 Performance Share Units 3,098 Direct
2010 Performance Share Units 5,089 Direct
Footnotes
  1. On March 4, 2012, Mr. Millones was granted 3,097 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Millones, which could be as many as two times the initial grant or, alternatively, no shares, will depend upon, among other things, the Company's financial performance. The shares, if any, will be issued on or about March 4, 2015 or earlier, in the event of, among other things, a "change in control" (as defined in the performance share unit agreement) of the Company and/or termination of employment in certain circumstances.
  2. On March 4, 2012, restricted stock units, which were originally issued on March 4, 2009, vested pursuant to their terms resulting in the issuance of 9,074 shares of priceline.com common stock.
  3. On March 4, 2012, 3,885 shares of priceline.com common stock were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units of Mr. Millones.
  4. The shares were sold pursuant to a sales plan, dated November 22, 2011, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended.
  5. Represents the weighted average sales price. The range of prices received for the reported transactions was $646.00 - $646.50. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  6. Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors.
  7. Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase depending on certain performance factors.
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