Sec Form 4 Filing - Dzielak Robert J @ Expedia Group, Inc. - 2022-02-15

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 Dzielak Robert J 2. Issuer Name and Ticker or Trading Symbol Expedia Group, Inc. [ EXPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer & Sec'y (Last) (First) (Middle) C/O EXPEDIA GROUP, INC., 1111 EXPEDIA GROUP WAY W. 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2022 (Street) SEATTLE, WA98119 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 02/15/2022 M 25,640 A $ 104.5 76,957 D Common Stock 02/15/2022 M 20,251 A $ 104.5 97,208 D Common Stock 02/15/2022 M 13,308 A $ 0 110,516 D Common Stock 02/15/2022 M 3,187 A $ 0 113,703 D Common Stock 02/15/2022 M 1,142 A $ 0 114,845 D Common Stock 02/15/2022 M 1,109 A $ 0 115,954 D Common Stock 02/15/2022 M 971 A $ 0 116,925 D Common Stock 02/15/2022 S 709( 1 ) D $ 210.7315( 2 ) 116,216 D Common Stock 02/15/2022 F 7,763( 3 ) D $ 197.17 108,453 D Common Stock 02/15/2022 S 45,182( 1 ) D $ 209.8341( 4 ) 63,271 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 Options to Purchase Common Stock $ 104.5 02/15/2022 M 25,640 ( 5 ) 03/02/2025 Common Stock 25,640 $ 0 25,640 D Options to Purchase Common Stock $ 104.5 02/15/2022 M 20,251 02/15/2019( 6 ) 03/02/2025 Common Stock 20,251 $ 0 0 D Performance Stock Units $ 0 02/15/2022 M 13,308 ( 7 ) 02/15/2023( 7 ) Common Stock 13,308 $ 0 8,873 D Restricted Stock Units $ 0 02/15/2022 M 3,187 02/15/2019( 8 ) 03/02/2022 Common Stock 3,187 $ 0 0 D Restricted Stock Units $ 0 02/15/2022 M 1,142 02/15/2020( 9 ) 02/15/2023 Common Stock 1,142 $ 0 4,568 D Restricted Stock Units $ 0 02/15/2022 M 1,109 02/15/2021( 10 ) 02/15/2024 Common Stock 1,109 $ 0 8,872 D Restricted Stock Units $ 0 02/15/2022 M 971 05/15/2021( 11 ) 02/15/2025 Common Stock 971 $ 0 11,651 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dzielak Robert J C/O EXPEDIA GROUP, INC. 1111 EXPEDIA GROUP WAY W. SEATTLE, WA98119 Chief Legal Officer & Sec'y Signatures /s/ Michael S. Marron, Attorney-in-fact 02/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Dzielak on December 6, 2021. ( 2 )The price in Column 4 is a weighted average sale price. The prices actually received ranged from $210.72 to $210.75. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. ( 3 )Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units. ( 4 )The price in Column 4 is a weighted average sale price. The prices actually received ranged from $209.70 to $210.67. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. ( 5 )One-half of the options to purchase the Company's common stock vests, if at all, upon satisfaction of a stock price goal of $200 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the "$200 Goal"), or if the $200 Goal is not met, on February 15, 2023: and an additional one-half vests, if at all, upon satisfaction of a stock price goal of $180 measured on the basis of the average of the closing prices of the Company's common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the "$180 Goal"), or if the $180 Goal is not met, on February 15, 2022. ( 6 )Date at which first vesting occurs is indicated. One-fourth of the total number of options to purchase the Company's common stock vests on the first vesting date and an additional one-fourth on each anniversary thereafter until fully vested. ( 7 )Vesting of one-half these performance stock units ("PSUs") is dependent on the compound annual growth rate ("CAGR") of Expedia Group's common stock through a performance period ending on December 31, 2021 ("Tranche 1"), and vesting of the remaining one-half is dependent on the CAGR of Expedia Group's common stock through a performance period ending on December 31, 2022 ("Tranche 2"). The "target" number of PSUs is reported in each case. Between 50% and 150% of the target number of PSUs may vest on February 15, 2022 (with respect to Tranche 1) and on February 15, 2023 (with respect to Tranche 2), in each case assuming continued employment through the applicable date and with the vesting percentage based on the applicable CAGR. ( 8 )Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-fourth on each anniversary thereafter until the RSUs are fully vested. ( 9 )Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2020 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. ( 10 )Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units vests on February 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. ( 11 )Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2021 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.

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).

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