Sec Form 4 Filing - BOYD JEFFERY H @ Priceline Group Inc. - 2016-03-04

Insider filing report for Changes in Beneficial Ownership
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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
BOYD JEFFERY H
2. Issuer Name and Ticker or Trading Symbol
Priceline Group Inc. [ PCLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
THE PRICELINE GROUP INC., 800 CONNECTICUT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/04/2016
(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 ) 03/04/2016 A 23,002 A $ 0 123,757 D
Common Stock ( 2 ) 03/04/2016 F 11,150 D $ 1,303.04 112,607 D
Common Stock ( 3 ) 03/04/2016 A 71 A $ 0 112,678 D
Common Stock ( 4 ) ( 5 ) 03/04/2016 S 850 D $ 1,287.72 111,757 D
Common Stock ( 4 ) ( 6 ) 03/04/2016 S 1,148 D $ 1,289.06 110,609 D
Common Stock ( 4 ) ( 7 ) 03/04/2016 S 500 D $ 1,290.26 110,109 D
Common Stock ( 4 ) ( 8 ) 03/04/2016 S 2,532 D $ 1,291.74 107,577 D
Common Stock ( 4 ) ( 9 ) 03/04/2016 S 1,400 D $ 1,292.89 106,177 D
Common Stock ( 4 ) ( 10 ) 03/04/2016 S 1,230 D $ 1,294.35 104,947 D
Common Stock ( 4 ) ( 11 ) 03/04/2016 S 1,800 D $ 1,295.41 103,147 D
Common Stock ( 4 ) ( 12 ) 03/04/2016 S 1,230 D $ 1,296.45 101,917 D
Common Stock ( 4 ) ( 13 ) 03/04/2016 S 1,062 D $ 1,297.46 100,855 D
Common Stock ( 4 ) 03/04/2016 S 100 D $ 1,299.18 100,755 D
Common Stock 166 I See F/N ( 14 )
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. Transaction 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
BOYD JEFFERY H
THE PRICELINE GROUP INC.
800 CONNECTICUT AVENUE
NORWALK, CT06854
X
Signatures
/s/ Jeffery H. Boyd 03/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This reports the vesting of certain performance share units, originally granted on March 4, 2013. 11,501 of these shares were previously reported on a Form 4 filed on March 5, 2013, and are reported again due to the vesting of those shares, plus an additional 11,501 shares that such March 5, 2013 Form 4 indicated could be issued upon achievement of certain performance goals. The total securities owned has also been updated to reflect this vesting and the prior reporting.
( 2 )On March 4, 2016, 11,150 shares were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units.
( 3 )Represents a grant of 71 restricted stock units.
( 4 )The shares were sold pursuant to a sales plan, dated March 7, 2014, which complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
( 5 )Represents the weighted average sales price. The range of prices received for the reported transactions was $1,287.240 - $1,288.150. Upon request by the Commission staff, The Priceline Group 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 $1,288.59 - $1,289.46. Upon request by the Commission staff, The Priceline Group 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 $1,289.83 - $1,290.82. Upon request by the Commission staff, The Priceline Group 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 $1,291.06 - $1,292.05. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
( 9 )Represents the weighted average sales price. The range of prices received for the reported transactions was $1,292.40 - $1,1293.27. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
( 10 )Represents the weighted average sales price. The range of prices received for the reported transactions was $1,293.83 - $1,294.77. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
( 11 )Represents the weighted average sales price. The range of prices received for the reported transactions was $1,295.02 - $1,295.90. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
( 12 )Represents the weighted average sales price. The range of prices received for the reported transactions was $1,296.04 - $1,297.00. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
( 13 )Represents the weighted average sales price. The range of prices received for the reported transactions was $1,297.04 - $1,298.01. Upon request by the Commission staff, The Priceline Group will provide full information regarding the number of shares sold at each separate price.
( 14 )Represents 166 shares owned by the estate of a deceased family member. Mr. Boyd disclaims beneficial ownership of these shares.

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