Filing Details

Accession Number:
0001179110-11-007867
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-05-12 16:52:26
Reporting Period:
2011-05-10
Filing Date:
2011-05-12
Accepted Time:
2011-05-12 16:52:26
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: 105,556 shares Avg. Price: $527.46 Total Value: $55,676,882.58
Number of Shares After Transactions: 221,260 shares
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2011-05-10 88,890 $30.66 310,150 No 4 M Direct
Common Stock Acquisiton 2011-05-10 16,666 $20.28 326,816 No 4 M Direct
Common Stock Disposition 2011-05-10 16,160 $524.90 310,656 No 4 S Direct
Common Stock Disposition 2011-05-10 23,729 $526.17 286,927 No 4 S Direct
Common Stock Disposition 2011-05-10 24,098 $527.32 262,829 No 4 S Direct
Common Stock Disposition 2011-05-10 14,121 $528.27 248,708 No 4 S Direct
Common Stock Disposition 2011-05-10 13,012 $529.03 235,696 No 4 S Direct
Common Stock Disposition 2011-05-10 10,225 $530.22 225,471 No 4 S Direct
Common Stock Disposition 2011-05-10 4,211 $531.16 221,260 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
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
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Options (right to buy) Acquisiton 2011-05-10 88,890 $0.00 88,890 $30.66
Common Stock Stock Options (right to buy) Acquisiton 2011-05-10 16,666 $0.00 16,666 $20.28
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2011-05-25 No 4 M Direct
16,668 2013-05-07 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
2011 Performance Share Units 9,682 Direct
2010 Performance Share Units 12,404 Direct
Restricted Stock Units 27,828 Direct
Common Stock 166 Indirect See Footnote
Footnotes
  1. The shares were sold pursuant to 2 sales plans, 1 dated March 10, 2008 (the "2008 Plan") and 1 dated August 24, 2009 (the "2009 Plan"), each of which comply with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. The terms of the sales plans were summarized in Form 8-Ks filed with the Securities and Exchange Commission on March 14, 2008 and August 27, 2009. The existence of the 2008 Plan, the total shares subject to the plan and the date of adoption of the plan were disclosed in priceline.com's proxy statements filed with the Securities and Exchange Commission on April 30, 2009 (pg. 27), April 30, 2010 (pg. 27) and April 29, 2011 (pg. 33). The existence of the 2009 Plan, the total shares subject to the plan and the date of adoption of the plan were disclosed on pg. 27 of priceline.com's proxy statement filed with the Securities and Exchange Commission on April 30, 2010 (pg. 27)and April 29, 2011 (pg. 33).
  2. Represents the weighted average sales price. The range of prices received for the reported transactions was $524.50 - $525.40. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  3. Represents the weighted average sales price. The range of prices received for the reported transactions was $525.6425 - $526.64. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  4. Represents the weighted average sales price. The range of prices received for the reported transactions was $526.78 - $527.75. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  5. Represents the weighted average sales price. The range of prices received for the reported transactions was $527.78 - $528.75. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  6. Represents the weighted average sales price. The range of prices received for the reported transactions was $528.78 - $529.69. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  7. Represents the weighted average sales price. The range of prices received for the reported transactions was $529.82 - $530.75. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  8. Represents the weighted average sales price. The range of prices received for the reported transactions was $530.83 - $531.67. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
  9. 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.
  10. Represents "target" number of restricted stock units outstanding. The actual number of shares issued, if any, could decrease depending on certain performance factors.
  11. Shares held by an immediate family member, of which Mr. Boyd disclaims beneficial ownership.
  12. One-half of the stock options vested on May 25, 2001 and the remaining stock options vested pro rata monthly thereafter through November 25, 2002.
  13. One-third of the stock options vested on May 7, 2004 and the remaining stock options vested pro rata monthly thereafter through May 7, 2006.