Sec Form 3 Filing - Silver Lake Group, L.L.C. @ Expedia Group, Inc. - 2020-05-05

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Silver Lake Group, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Expedia Group, Inc. [ EXPE] 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) C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2020 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Series A Preferred Stock ( 1 ) ( 2 ) 600,000 I Held through SLP V Fort Holdings II, L.P. ( 1 ) ( 4 )

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 Warrants ( 1 ) ( 2 ) $ 72 ( 3 ) 05/05/2030 Common Stock 4,200,000 ( 3 ) I Held through SLP Fort Aggregator II, L.P. ( 1 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLTA V (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Silver Lake Technology Associates V, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLP V Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLP Fort Aggregator II, L.P C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLP V Fort GP II, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLP V Fort Holdings II, L.P C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Mondre Greg C/O SILVER LAKE, 55 HUDSON YARDS, 550 WEST 34TH STREET, 40TH FLOOR NEW YORK, NY10001 X Signatures By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 05/15/2020 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C. 05/15/2020 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P. 05/15/2020 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., managing member of SLP V Aggregator GP, L.L.C. 05/15/2020 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., GP of Silver Lake Technology Associates V, L.P., managing member of SLP V Aggregator GP, L.L.C., GP of SLP Fort Aggregator II, L.P. 05/15/2020 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., managing member of SLP V Fort GP II, L.L.C. 05/15/2020 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., GP of Silver Lake Technology Associates V, L.P., managing member of SLP V Fort GP II, L.L.C., GP of SLP V Fort Holdings II, L.P. 05/15/2020 Signature of Reporting Person Date /s/ Greg Mondre 05/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed by SLP V Fort Holdings II, L.P. ("SLP Fort Holdings II"), SLP V Fort GP II, L.L.C. ("SLP Fort GP II"), SLP Fort Aggregator II, L.P. ("SLP Aggregator"), SLP V Aggregator GP, L.L.C. ("SLP Aggregator GP"), Silver Lake Technology Associates V, L.P. ("SLTA V"), SLTA V (GP), L.L.C. ("SLTA V GP"), and Silver Lake Group, L.L.C. ("SLG"). Mr. Greg Mondre serves as a member of the board of directors of Expedia Group, Inc. (the "Issuer") and as a Co-CEO and Managing Member of SLG. Each of SLP Fort Holdings II, SLP Fort GP II, SLP Aggregator, SLP Aggregator GP, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer. ( 2 )On April 23, 2020, SLP Fort Holdings II and SLP Aggregator entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which SLP Fort Holdings II purchased 600,000 shares of Series A Preferred Stock, par value $0.001 per share, and SLP Aggregator purchased warrants ("Warrants") to purchase 4.2 million shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"). ( 3 )The Warrants are exercisable at any time, subject to receipt of any required approvals under applicable competition laws necessary in connection with the issuance of shares of Common Stock upon exercise. The Warrants are exercisable at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Issuer on the Common Stock. The Warrants are exercisable solely on a net settlement basis. ( 4 )Represents securities held by SLP Fort Holdings II. SLP Fort GP II is the general partner of SLP Fort Holdings II. SLTA V is the managing member of SLP Fort GP II. SLTA V GP is the general partner of SLTA V. SLG is the managing member of SLTA V GP. ( 5 )Represents securities held by SLP Aggregator. SLP Aggregator GP is the general partner of SLP Aggregator. SLTA V is the managing member of SLP Aggregator GP. SLTA V GP is the general partner of SLTA V. SLG is the managing member of SLTA V GP.

Remarks: The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.