Sec Form 4 Filing - Coe Pamela L @ Expedia Group, Inc. - 2019-07-26

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

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 Coe Pamela L 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 EXPEDIA GROUP, INC., 333 - 108TH AVENUE N.E. 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2019 (Street) BELLEVUE, WA98004 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 07/26/2019 M 2,173 ( 1 ) A $ 0 8,615 D Common Stock 07/26/2019 M 1,377 ( 1 ) A $ 0 9,992 D Common Stock 07/26/2019 A 1,005 ( 2 ) A $ 0 ( 2 ) 10,997 D Common Stock 07/26/2019 M 580 ( 1 ) A $ 0 11,577 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. 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 Restricted Stock Units $ 0 07/26/2019 M 580 ( 1 ) 06/01/2020 Common Stock 580 $ 0 0 D Restricted Stock Units $ 0 07/26/2019 M 1,377 ( 1 ) 06/01/2021 Common Stock 1,377 $ 0 0 D Restricted Stock Units $ 0 07/26/2019 M 2,173 ( 1 ) 06/01/2022 Common Stock 2,173 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coe Pamela L C/O EXPEDIA GROUP, INC. 333 - 108TH AVENUE N.E. BELLEVUE, WA98004 X Signatures /s/ Michael S. Marron, Attorney-in-fact 07/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to and upon the consummation of the business combination transactions contemplated by the Agreement and Plan of Merger, dated as of April 15, 2019, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019 (the "Merger Agreement"), by and among the Expedia Group, Inc. ("Expedia Group"), LEMS I LLC, LEMS II Inc. and Liberty Expedia Holdings, Inc. ("Liberty Expedia"), 4,130 restricted stock units denominated in shares of Expedia Group common stock held by the reporting person became fully vested and settled upon the reporting person's resignation from the Board of Directors of Expedia Group. ( 2 )Pursuant to the Merger Agreement, 2,793 shares of Series A common stock, par value S0.01 per share, of Liberty Expedia ("Liberty Expedia Series A Common Stock") held by the reporting person were converted into the right to receive in the aggregate 1,005 shares of Expedia Group common stock.

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.