Home > Insider Trading > Filing (0001179110-13-004249)

Filing Details

Accession Number:: 0001179110-13-004249
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-05 17:14:31
Reporting Period:: 2013-03-01

Filing Date:: 2013-03-05
Accepted Time:: 2013-03-05 17:14:31
SEC Url:: Form 4 Filing

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
1214606	H Jeffery Boyd	800 Connecticut Avenue Norwalk CT 06854	President And Ceo	Yes	Yes	No	No

Transaction Summary

Sold:	50,000 shares	Avg. Price: $694.17	Total Value: $34,708,372.97
Number of Shares After Transactions:	11,501 shares

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2013-03-01	50,000	$18.78	221,080	No	4	M	Direct
Common Stock	Disposition	2013-03-01	1,900	$685.46	219,180	No	4	S	Direct
Common Stock	Disposition	2013-03-01	1,130	$686.39	218,050	No	4	S	Direct
Common Stock	Disposition	2013-03-01	2,861	$687.90	215,189	No	4	S	Direct
Common Stock	Disposition	2013-03-01	644	$689.28	214,545	No	4	S	Direct
Common Stock	Disposition	2013-03-01	600	$691.30	213,945	No	4	S	Direct
Common Stock	Disposition	2013-03-01	3,550	$692.81	210,395	No	4	S	Direct
Common Stock	Disposition	2013-03-01	6,562	$693.90	203,833	No	4	S	Direct
Common Stock	Disposition	2013-03-01	12,901	$694.74	190,932	No	4	S	Direct
Common Stock	Disposition	2013-03-01	8,601	$695.81	182,331	No	4	S	Direct
Common Stock	Disposition	2013-03-01	8,929	$696.88	173,402	No	4	S	Direct
Common Stock	Disposition	2013-03-01	1,922	$697.94	171,480	No	4	S	Direct
Common Stock	Disposition	2013-03-01	400	$698.47	171,080	No	4	S	Direct
Common Stock	Acquisiton	2013-03-01	37,212	$0.00	208,292	No	4	A	Direct
Common Stock	Disposition	2013-03-01	18,104	$689.11	190,188	No	4	F	Direct
2013 Performance Share Unit Grant	Acquisiton	2013-03-04	11,501	$0.00	11,501	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Options (right to buy)	Disposition	2013-03-01	50,000	$0.00	50,000	$18.78

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2014-02-06	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
2012 Performance Share Units	6,967	Direct
2011 Performance Share Units	9,682	Direct
Common Stock	15,166	Indirect	See Footnote

Footnotes

The shares were sold pursuant to a sales plan dated August 24, 2009 (the "2009 Plan") which complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended. The terms of the 2009 Plan were summarized in a Form 8-K filed with the Securities and Exchange Commission on August 27, 2009. The existence of the 2009 Plan, the total shares subject to the 2009 Plan and the date of adoption of the 2009 Plan were disclosed in priceline.com's proxy statements filed with the Securities and Exchange Commission in 2010 (page 27), in 2011 (page 33) and in 2012 (page 29).
Represents the weighted average sales price. The range of prices received for the reported transactions was $685.03 - $685.95. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $686.03 - $686.84. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $687.56 - $688.46. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $688.57 - $689.55. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $691.05 - $691.54. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $692.09 - $693.05. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $693.27 - $694.22. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $694.28 - $695.27. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $695.31 - $696.28. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $696.39 - $697.35. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $697.39 - $698.32. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
Represents the weighted average sales price. The range of prices received for the reported transactions was $698.39 - $698.60. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
On March 1, 2013, performance share units vested pursuant to their terms and resulted in the issuance of 37,212 shares of priceline.com common stock.
On March 1, 2013, 18,104 shares of common stock were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units.
March 4, 2013 grant of 11,501 performance share units. The exact number of shares to be issued upon vesting could be as many as two times the initial grant or as little as no shares, and depends upon, among other things, the Company's financial performance. Subject to continued service, the shares, if any, will be issued on or about March 4, 2016 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.
Represents "target" number of shares underlying performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors.
Represents: (1) 15,000 shares held by a charitable foundation controlled by Mr. Boyd, and (2) 166 shares held by an immediate family member. Mr. Boyd disclaims beneficial ownership of these shares.
One-third of the shares vested on February 6, 2005 and the remainder vested pro-rata through February 6, 2007.