Sec Form 4 Filing - MILLONES PETER J @ PRICELINE COM INC - 2013-03-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MILLONES PETER J 2. Issuer Name and Ticker or Trading Symbol PRICELINE COM INC [ PCLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP, General Counsel (Last) (First) (Middle) 800 CONNECTICUT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2013 (Street) NORWALK, CT06854 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) ( 2 ) 03/15/2013 S 1,100 D $ 712.75 7,129 D Common Stock ( 1 ) ( 3 ) 03/15/2013 S 1,746 D $ 714.91 5,383 D Common Stock ( 1 ) ( 4 ) 03/15/2013 S 1,480 D $ 715.81 3,903 D 2013 Performance Share Units ( 5 ) 5,750 D 2012 Performance Share Units ( 5 ) 3,097 D 2011 Performance Share Units ( 5 ) 3,098 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transac tion Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILLONES PETER J 800 CONNECTICUT AVENUE NORWALK, CT06854 Executive VP, General Counsel Signatures /s/ Peter J. Millones 03/18/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were sold pursuant to a sales plan dated November 21, 2012, which complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended. ( 2 )Represents the weighted average sales price. The range of prices received for the reported transactions was $712.66 - $712.98. 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 $714.38 - $715.23. 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 $715.62 - $716.05. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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