Expedia : An amendment to a SC 13D filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Expedia Group, Inc.

		(Name of Issuer)
		Common Stock, par value $0.0001 per share
		(Title of Class of Securities)
		30212P303
		(CUSIP Number)
	Richard N. Baer, Esq.	Andrew J. Nussbaum, Esq.
	Chief Legal Officer	Edward J. Lee, Esq.
	Liberty Expedia Holdings, Inc.	Wachtell, Lipton, Rosen & Katz
	12300 Liberty Boulevard	51 West 52nd Street
	Englewood, CO 80112	New York, New York 10019
	[phone]	[phone]

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

April 15, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),13d-1(f)or13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only) Liberty Expedia Holdings, Inc.

2.Check the Appropriate Box if a Member of a Group (See Instructions)

(a)☐

(b)☐

3.SEC Use Only

4.Source of Funds (See Instructions) Not applicable

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐

6.Citizenship or Place of Organization Delaware

	7.	Sole Voting Power
		None
Number of	8.	Shared Voting Power
Shares
Beneficially		29,937,623 shares (1)
Owned by
Each	9.	Sole Dispositive Power
Reporting		None
Person With

10.Shared Dispositive Power 29,937,623 shares (1)

11.Aggregate Amount Beneficially Owned by Each Reporting Person 29,937,623 shares (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
	Excludes shares beneficially owned by the executive officers and directors of Liberty Expedia Holdings, Inc. and shares beneficially owned by
	Diane von Furstenberg, Mr. Diller's spouse.

13.Percent of Class Represented by Amount in Row (11)

20.3% (1) (2)

14.Type of Reporting Person (See Instructions)

CO

(1)Consists of (i) 5,083,900 shares of common stock, $0.0001 par value ("Common Stock"), held by Barry Diller ("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, Inc. ("Liberty", and together with Mr. Diller, "Reporting Persons"), and (v) 12,799,999 shares of Class B common stock, $0.0001 par value ("Class B Common Stock"), held by a wholly owned subsidiary of Liberty.

(2)Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of Expedia Group, Inc., a Delaware corporation (the "Issuer"), representing approximately 55.2% of the voting power of the Issuer. Such beneficial ownership amounts are based on there being outstanding, as of the close of business on January 25, 2019, 134,390,305 shares of Common Stock and 12,799,999 shares of Class B Common Stock, based on the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission (the "SEC") on February 8, 2019 (the "Form 10-K"), and as calculated in accordance with Rule 13d-3.

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1.Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only) Barry Diller

2.Check the Appropriate Box if a Member of a Group (See Instructions)

(a)☐

(b)☐

3.SEC Use Only

4.Source of Funds (See Instructions) Not applicable

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐

6.Citizenship or Place of Organization United States

	7.	Sole Voting Power
		None
Number of	8.	Shared Voting Power
Shares
Beneficially		29,937,623 shares (1)
Owned by
Each	9.	Sole Dispositive Power
Reporting		None
Person With

10.Shared Dispositive Power 29,937,623 shares (1)

11.Aggregate Amount Beneficially Owned by Each Reporting Person 29,937,623 shares (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
	Excludes shares beneficially owned by the executive officers and directors of Liberty Expedia Holdings, Inc. and shares beneficially owned by
	Diane von Furstenberg, Mr. Diller's spouse.

13.Percent of Class Represented by Amount in Row (11)

20.3% (1) (2)

14.Type of Reporting Person (See Instructions)

IN

(1)Consists of (i) 5,083,900 shares of Common Stock held 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, and (v) 12,799,999 shares of Class B Common Stock held by a wholly owned subsidiary of Liberty.

(2)Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Issuer representing approximately 55.2% of the voting power of the Issuer. Such beneficial ownership amounts are based on there being outstanding, as of the close of business on January 25, 2019, 134,390,305 shares of Common Stock and 12,799,999 shares of Class B Common Stock, as reported by the Issuer in the Form 10-K, and as calculated in accordance with Rule 13d-3.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A (Amendment No. 3)

Statement of

LIBERTY EXPEDIA HOLDINGS, INC.

and

BARRY DILLER

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

EXPEDIA GROUP, INC.

Liberty Expedia Holdings, Inc., a Delaware corporation ("Liberty"), and Barry Diller ("Mr. Diller," and together with Liberty, the "Reporting Persons" and each, a "Reporting Person") are filing this statement on Schedule 13D with respect to the shares of common stock, par value $0.0001 per share (the "Company Common Stock"), of Expedia Group, Inc., a Delaware corporation (the "Issuer" or the "Company"). Liberty and Mr. Diller constitute a "group" for purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial ownership of the Company Common Stock and are collectively referred to as the "Reporting Group." The Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") with respect to the Issuer by the Reporting Group on November 14, 2016, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on March 7, 2018 and Amendment No. 2 to the Schedule 13D filed with the SEC on February 4, 2019 (collectively, the "Schedule 13D"), is hereby amended and supplemented to include the information set forth herein.

This amendment to the Schedule 13D (this "Amendment" and together with the Schedule 13D, this "Statement") constitutes Amendment No. 3 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Information contained herein with respect to each Reporting Person and its executive officers, directors and controlling persons is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person.

Item 2. Identity and Background

The information contained in Items 2(d), 2(e) and 2(f) of the Schedule 13D is hereby amended in its entirety to read as follows:

(d) - (f)

Annex A attached hereto contains the following information concerning each director, executive officer and controlling person of Liberty: (a) the name and residence or business address; (b) the principal occupation or employment; and (c) the name, principal business and address of any corporation or other organization in which such employment is conducted. Annex A is incorporated herein by reference. To the knowledge of Liberty, all persons listed on Annex A (the "Annex A Persons") are United States citizens, unless otherwise noted on Annex A.

During the last five years, neither Liberty nor, to the knowledge of Liberty, any of the Annex A Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

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Item 4. Purpose of the Transaction

The information contained in Item 4 of the Schedule 13D is hereby amended to add the following information at the end of such Item:

Pursuant to the Diller Proxy granted by Liberty to Mr. Diller under the Assigned Stockholders Agreement, Mr. Diller generally has the right to vote all shares of the Issuer beneficially owned by Liberty, subject to the terms of the Assigned Stockholders Agreement and the Assigned Governance Agreement. Pursuant to the Assignment Agreement, dated as of November 4, 2016, by and between Liberty and Mr. Diller, Mr. Diller assigned the Diller Proxy to Liberty (the "Diller Assignment"), and, pursuant to the Proxy and Voting Agreement, dated as of November 4, 2016, by and among Mr. Diller, Mr. John C. Malone and Mrs. Leslie Malone (together with Mr. Malone, the "Malone Group"), the Malone Group granted to Mr. Diller a proxy over the shares of Liberty Common Stock owned by them (the "Malone Proxy"). On April 15, 2019, and prior to the execution of the Merger Agreement described in Item 6 below, Mr. Diller, Liberty, Qurate Retail, Inc. ("Qurate Retail") and the Malone Group entered into Amendment No. 2 to Amended and Restated Transaction Agreement, which amends the Amended and Restated Transaction Agreement, dated as of September 22, 2016, as amended by the letter agreement dated as of March 6, 2018 (the "Transaction Agreement"), terminating such agreement and the proxy arrangements provided therein (described below). As a result, each of the Diller Assignment and the Malone Proxy were terminated at such time, and, pursuant to the Diller Proxy, Mr. Diller is entitled to vote all shares of the Issuer beneficially owned by Liberty.

In addition, simultaneously with the execution of the Merger Agreement described in Item 6 below, the Reporting Persons, The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the "Family Foundation"), and the Issuer entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which (and agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller's existing rights under the Assigned Governance Agreement and the Assigned Stockholders Agreement), immediately prior to and conditioned upon the closing of the Combination (as defined below), Mr. Diller and, if the Family Foundation so elects, the Family Foundation, are expected to exchange with Liberty up to a number of shares of Company Common Stock equal to the sum of (1) 5,523,452 shares of Company Common Stock (which is equal to the total number of shares of Company Common Stock held by Mr. Diller and the Family Foundation, in the aggregate, as of April 15, 2019) plus (2) the number of shares of Company Common Stock acquired by Mr. Diller prior to the exchange pursuant to the exercise of up to 537,500 vested options to purchase shares of Company Common Stock held by Mr. Diller as of April 15, 2019 (after deducting a number of shares sufficient to cover the aggregate exercise price), for the same number of shares of Company Class B Common Stock held by Liberty (the shares of Company Class B Common Stock acquired by Mr. Diller and the Family Foundation pursuant to the Exchange Agreement, collectively referred to as the "Original Shares"). Assuming the exchange by Mr. Diller and the Family Foundation of a total of approximately 5.7 million shares of Company Common Stock (based on the net exercise of his 537,500 vested options assuming a Company Common Stock share price of $125.45, the closing price of Company Common Stock on April 15, 2019), the Original Shares would represent approximately 29% of the total voting power of all shares of Company Common Stock and Company Class B Common Stock, based on a total of approximately 140 million shares of Company Common Stock and approximately 5.7 million shares of Company Class B Common Stock currently expected to be outstanding at the closing of the Combination.

Following the closing of the Combination, Liberty will become a wholly owned subsidiary of the Issuer, former Liberty stockholders will own shares of the Issuer directly, and the shares of Company Common Stock and Company Class B Common Stock held by Liberty following the exercise by Mr. Diller of his rights under the Exchange Agreement will be held by a subsidiary of the Issuer and therefore will not be entitled to vote on any matters while so held by such subsidiary.

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