Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table summarizes information, as of December 31, 2018, relating to Expedia Group’s equity compensation plans pursuant to which grants of stock options, restricted stock, RSUs or other rights to acquire shares may be granted from time to time.



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)(1)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(B)		Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))(C)
Equity compensation plans approved by security holders(2)	17,605,009	100.074	(3)	8,508,042	(4)
Equity compensation plans not approved by security holders(5)	2,372	—	(6)	97,347

Total	17,607,381			8,605,389


(1)	Information excludes: (i) 95,165 securities with a weighted-average exercise price of $107.404 to be issued upon the exercise of outstanding stock options, and (ii) 75,354 securities issuable in connection with restricted stock units for which there is no related exercise price, both of which were granted pursuant to plans assumed by the Company in connection with the acquisitions of Orbitz Worldwide, Inc. and HomeAway, Inc.

(1)

Information excludes: (i) 95,165 securities with a weighted-average exercise price of $107.404 to be issued upon the exercise of outstanding stock options, and (ii) 75,354 securities issuable in connection with restricted stock units for which there is no related exercise price, both of which were granted pursuant to plans assumed by the Company in connection with the acquisitions of Orbitz Worldwide, Inc. and HomeAway, Inc.


(2)	Information relating to the Expedia Group 2005 Plan, and the Expedia Group, Inc. Employee Stock Purchase Plans (“ESPP”).


(3)	Excludes the following equity-based awards outstanding as of December 31, 2018: (i) 2,685,312 securities issuable in connection with RSUs for which there is no related exercise price; (ii) grants of 45,094 SARs with a weighted-average exercise price of $98.093; and (3) grants of 8,162 cash-settled RSUs.


(4)	Information includes 7,723,671 securities remaining available for issuance under the Expedia Group 2005 Plan, and 784,371 securities remaining available for issuance under the ESPP.


(5)	The Director Deferred Compensation Plan.


(6)	Excludes outstanding share units for which there is no related exercise price.

Beneficial Ownership Table

The following table presents information as of April 19, 2019 relating to the beneficial ownership of Expedia Group’s capital stock by (i) each person or entity known to the Company to own beneficially more than 5% of the outstanding shares of Expedia Group’s common stock and Class B common stock, (ii) each current director of Expedia Group, (iii) each named executive officer, and (iv) all executive officers and directors of Expedia Group, as a group. Unless otherwise indicated, beneficial owners listed in the table may be contacted at Expedia Group’s corporate headquarters at 333 108th Avenue N.E., Bellevue, Washington 98004. As of April 19, 2019, there were 136,007,689 and 12,799,999 shares of Expedia Group common stock and Class B common stock, respectively, outstanding.

For each beneficial owner listed, the number of shares of Expedia Group common stock and the percentage of each such class listed assumes the conversion or exercise of any Expedia Group equity securities owned by such owner that are or will become exercisable, and the vesting of any Expedia Group stock options and/or RSUs that will vest, within 60 days of April 19, 2019, but does not assume the conversion, exercise or vesting of any such equity securities owned by any other owner, nor does it include the impact of the Proposed Liberty Expedia Transaction, which is described in the section below titled “Recent Developments” in Item 13, “Certain Relationships and Related Person Transactions, and Director Independence.” Shares of Expedia Group Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of Expedia Group common stock. The percentage of votes for all classes of Expedia Group’s capital stock is based on one vote for each share of common stock and ten votes for each share of Class B common stock. See “Recent Developments” in Item 13, “Certain Relationships and Related Person Transactions, and Director Independence” below for a description of the Proposed Liberty Expedia Transaction and its potential effect on the Company’s ownership structure.



	Common Stock			Class B Common Stock			Percent (%) of Votes (All Classes)
Beneficial Owner	Shares		%	Shares		%
Liberty Expedia Holdings, Inc. 12300 Liberty Blvd. Englewood, CO 80112	23,876,671	(1)	16.05	12,799,999	(2)	100.00	52.68
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	12,087,346	(3)	8.89	—		—	4.58
PAR Investment Partners, L.P. 200 Clarendon Street, Fl 48 Boston, MA 02116	7,964,254	(4)	5.86	—		—	3.02
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	7,832,787	(5)	5.76	—		—	2.97
Barry Diller	29,937,623	(6)	20.05	12,799,999	(2)	100.00	54.86
Peter M. Kern	68,296	(7)	*	—		—	*
Mark D. Okerstrom	771,251	(8)	*	—		—	*
Susan C. Athey	3,887	(9)	*	—		—	*
A. George “Skip” Battle	44,370	(10)	*	—		—	*
Courtnee A. Chun	1,370	(11)	*	—		—	*
Chelsea Clinton	3,133	(12)	*	—		—	*
Pamela L. Coe	6,442	(13)	*	—		—	*
Jonathan L. Dolgen	70,930	(14)	*	—		—	*
Craig A. Jacobson	33,780	(15)	*	—		—	*
Victor A. Kaufman	116,322	(16)	*	—		—	*
Dara Khosrowshahi	1,135,508	(17)	*	—		—	*
Christopher W. Shean	6,442	(18)	*	—		—	*
Alexander von Furstenberg	445,656	(19)	*	—		—	*
Robert J. Dzielak	299,012	(20)	*	—		—	*
Alan R. Pickerill	50,506	(21)	*	—		—	*
All current executive officers, directors and director nominees as a group (17 persons)	32,601,422	(22)	21.57	12,799,999		100.00	55.49


*	The percentage of shares beneficially owned does not exceed 1% of the class.


(1)	Based on information filed on an Amendment No. 3 to Schedule 13D with the SEC on April 16, 2019, by Liberty Expedia Holdings and Barry Diller (the “LEXE/Diller 13D/A”). Consists of (i) 11,076,672 shares of Common Stock held by Liberty Expedia Holdings and (ii) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power. The Schedule 13D/A filed by the reporting person provides information as of April 15, 2019 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.

(1)

Based on information filed on an Amendment No. 3 to Schedule 13D with the SEC on April 16, 2019, by Liberty Expedia Holdings and Barry Diller (the “LEXE/Diller 13D/A”). Consists of (i) 11,076,672 shares of Common Stock held by Liberty Expedia Holdings and (ii) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power. The Schedule 13D/A filed by the reporting person provides information as of April 15, 2019 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.


(2)	Based on information filed on the LEXE/Diller 13D/A, consists of 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power.


(3)	Based on information filed on Amendment No. 6 to Schedule 13G with the SEC on February 11, 2019 by The Vanguard Group, reporting sole voting power over 147,171 shares of common stock, shared voting power over 29,570 shares of common stock, sole dispositive power over 11,914,060 shares of common stock and shared dispositive power over 173,286 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.

(3)

Based on information filed on Amendment No. 6 to Schedule 13G with the SEC on February 11, 2019 by The Vanguard Group, reporting sole voting power over 147,171 shares of common stock, shared voting power over 29,570 shares of common stock, sole dispositive power over 11,914,060 shares of common stock and shared dispositive power over 173,286 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.


(4)	Based on information filed on Amendment No. 3 to Schedule 13G with the SEC on February 14, 2019 by PAR Investment Partners, L.P., PAR Group II, L.P. and PAR Capital Management, Inc. reporting sole voting power and sole dispositive power over 7,964,254 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.

(4)

Based on information filed on Amendment No. 3 to Schedule 13G with the SEC on February 14, 2019 by PAR Investment Partners, L.P., PAR Group II, L.P. and PAR Capital Management, Inc. reporting sole voting power and sole dispositive power over 7,964,254 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.


(5)	Based on information filed on Amendment No. 2 to Schedule 13G with the SEC on February 4, 2019 by BlackRock, Inc. reporting sole voting power over 6,854,609 shares of common stock and sole dispositive power over 7,832,787 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.

(5)

Based on information filed on Amendment No. 2 to Schedule 13G with the SEC on February 4, 2019 by BlackRock, Inc. reporting sole voting power over 6,854,609 shares of common stock and sole dispositive power over 7,832,787 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A.


(6)	Based on information filed on a Form 4 with the SEC on February 28, 2018 by Mr. Diller and on the LEXE/Diller 13D/A. Consists of (i) 5,083,900 shares of common stock owned by Mr. Diller, (ii) options to purchase 537,500 shares of common stock held by Mr. Diller that are exercisable within 60 days of April 16, 2019, (iii) 439,552 shares of common stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership, (iv) 11,076,672 shares of common stock held by Liberty Expedia Holdings (see footnote 1 above) and (v) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings (see footnote 2 above). Excludes shares of common stock and options to purchase shares of common stock held by Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership.

(6)

Based on information filed on a Form 4 with the SEC on February 28, 2018 by Mr. Diller and on the LEXE/Diller 13D/A. Consists of (i) 5,083,900 shares of common stock owned by Mr. Diller, (ii) options to purchase 537,500 shares of common stock held by Mr. Diller that are exercisable within 60 days of April 16, 2019, (iii) 439,552 shares of common stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership, (iv) 11,076,672 shares of common stock held by Liberty Expedia Holdings (see footnote 1 above) and (v) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings (see footnote 2 above). Excludes shares of common stock and options to purchase shares of common stock held by Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership.


(7)	Consists of 66,279.723 (unrounded) shares of common stock held by Mr. Kern, of which 53,635 shares were pledged as part of collateral to secure a loan account to Morgan Stanley Private Bank, N.A., and 2,016 RSUs that will vest within 60 days of April 19, 2019. Mr. Kern also holds options to purchase 91,264 American Depository Shares of trivago N.V. that are exercisable within 60 days of April 19, 2019, which represents less than 1% of the outstanding Class A shares of trivago N.V.

(7)

Consists of 66,279.723 (unrounded) shares of common stock held by Mr. Kern, of which 53,635 shares were pledged as part of collateral to secure a loan account to Morgan Stanley Private Bank, N.A., and 2,016 RSUs that will vest within 60 days of April 19, 2019. Mr. Kern also holds options to purchase 91,264 American Depository Shares of trivago N.V. that are exercisable within 60 days of April 19, 2019, which represents less than 1% of the outstanding Class A shares of trivago N.V.


(8)	Consists of 65,001 shares of common stock held by Mr. Okerstrom, of which 48,892 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Private Bank, N.A. and options to purchase 706,250 shares of common stock that are exercisable within 60 days of April 19, 2019.


(9)	Consists of 1,871 shares of common stock held by Ms. Athey, and 2,016 RSUs that will vest within 60 days of April 19, 2019.


(10)	Consists of 42,354 shares of common stock held by Mr. Battle, and 2,016 RSUs that will vest within 60 days of April 19, 2019.


(11)	Consists of 682 shares of common stock held by Ms. Chun, and 688 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Chun disclaims beneficial ownership.


(12)	Consists of 1,866 shares of common stock held by Ms. Clinton, and 1,267 RSUs that will vest within 60 days of April 19, 2019.


(13)	Consists of 4,426 shares of common stock held by Ms. Coe, and 2,016 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Coe disclaims beneficial ownership.


(14)	Consists of 68,681 shares of common stock held by Mr. Dolgen, 233 shares of common stock held indirectly by a charitable trust, of which Mr. Dolgen is a trustee and as to which Mr. Dolgen disclaims beneficial ownership, and 2,016 RSUs that will vest within 60 days of April 19, 2019.


(15)	Consists of 31,764 shares of common stock held by Mr. Jacobson, and 2,016 RSUs that will vest within 60 days of April 19, 2019.


(16)	Consists of 76,806 shares of common stock held by Mr. Kaufman, options to purchase 37,500 shares of common stock and 2,016 RSUs that are exercisable or will vest within 60 days of April 19, 2019.


(17)	Consists of (i) 412,910 shares of common stock held by Mr. Khosrowshahi, of which 346,198 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Bank, N.A., (ii) options to purchase 700,000 shares of common stock that are exercisable within 60 days of April 19, 2019, (iii) 688 RSUs that will vest within 60 days of April 19, 2019, and (iv) 21,910 shares of common stock held by a trust as to which Mr. Khosrowshahi disclaims beneficial ownership.

(17)

Consists of (i) 412,910 shares of common stock held by Mr. Khosrowshahi, of which 346,198 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Bank, N.A., (ii) options to purchase 700,000 shares of common stock that are exercisable within 60 days of April 19, 2019, (iii) 688 RSUs that will vest within 60 days of April 19, 2019, and (iv) 21,910 shares of common stock held by a trust as to which Mr. Khosrowshahi disclaims beneficial ownership.


(18)	Consists of 4,426 shares of common stock held by Mr. Shean, and 2,016 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. Shean disclaims beneficial ownership.


(19)	Consists of 4,088 shares of common stock held by Mr. von Furstenberg, 2,016 RSUs that will vest within 60 days of April 19, 2019, and 439,552 shares held by a private foundation over which Mr. von Furstenberg has certain voting and disposition authority. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. von Furstenberg disclaims beneficial ownership.

(19)

Consists of 4,088 shares of common stock held by Mr. von Furstenberg, 2,016 RSUs that will vest within 60 days of April 19, 2019, and 439,552 shares held by a private foundation over which Mr. von Furstenberg has certain voting and disposition authority. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. von Furstenberg disclaims beneficial ownership.


(20)	Consists of 26,029 shares of common stock held by Mr. Dzielak and options to purchase 272,983 shares of common stock that are exercisable within 60 days of April 19, 2019.


(21)	Consists of 3,397 shares of common stock held by Mr. Pickerill and options to purchase 47,109 shares of common stock that are exercisable within 60 days of April 19, 2019.


(22)	Consists of (i) 17,437,857 shares of common stock, (ii) 12,799,999 shares of Class B common stock, (iii) options to purchase 2,342,779 shares of common stock that are exercisable within 60 days of April 19, 2019, and (iv) 20,787 RSUs that will vest within 60 days of April 19, 2019.

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