Sec Form 4 Filing - PERETSMAN NANCY B @ PRICELINE COM INC - 2012-02-24

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
PERETSMAN NANCY B
2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM 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)
800 CONNECTICUT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2012
(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 ) 02/24/2012 S 500 D $ 595 53,390 I See Footnote ( 2 )
Common Stock ( 1 ) ( 3 ) 02/28/2012 S 3,600 D $ 629.1 49,790 I See Footnote ( 2 )
Common Stock ( 1 ) 02/28/2012 S 3,000 D $ 630 46,790 I See Footnote ( 2 )
Common Stock ( 1 ) ( 4 ) 02/28/2012 S 5,000 D $ 631.14 41,790 I See Footnote ( 2 )
Common Stock ( 1 ) ( 5 ) 02/28/2012 S 2,400 D $ 634.76 39,390 I See Footnote ( 2 )
Common Stock ( 6 ) 8,757 D
Restricted Stock Units 1,597 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PERETSMAN NANCY B
800 CONNECTICUT AVENUE
NORWALK, CT06854
X
Signatures
/s/ Nancy B. Peretsman 02/28/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold pursuant to a sales plan, dated September 7, 2011, that complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended.
( 2 )Shares held by The Scully Peretsman Foundation, for which Ms. Peretsman serves as a trustee. Ms. Peretsman disclaims beneficial ownership of these shares.
( 3 )Represents the weighted average sales price. The range of prices received for the reported transactions was $629.00 - $629.34. 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 $631.00 - $631.40. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
( 5 )Represents the weighted average sales price. The range of prices received for the reported transactions was $634.50 - $634.81. Upon request by the Commission staff, priceline.com will provide full information regarding the number of shares sold at each separate price.
( 6 )Includes, among other things, 647 shares of priceline.com common stock, the receipt of which have been deferred by Ms. Peretsman, and 521 shares held by a limited liability company, of which Ms. Peretsman is a Manager.

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