Sec Form 4 Filing - Fogel Glenn D @ Priceline Group Inc. - 2017-03-03

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
Fogel Glenn D
2. Issuer Name and Ticker or Trading Symbol
Priceline Group Inc. [ PCLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
THE PRICELINE GROUP INC., 800 CONNECTICUT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2017
(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 ) 03/03/2017 G V 30 D $ 0 19,961 D
Common Stock ( 2 ) 03/04/2017 A 2,989 A $ 0 22,950 D
Common Stock ( 3 ) 03/04/2017 F 3,084 D $ 1,735.1 19,866 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
Fogel Glenn D
THE PRICELINE GROUP INC.
800 CONNECTICUT AVENUE
NORWALK, CT06854
CEO and President
Signatures
/s/ Glenn D. Fogel 03/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 3, 2017, Mr. Fogel made a charitable gift of 30 shares of The Priceline Group Inc. common stock, par value $0.008 per share.
( 2 )On March 4, 2017, 5,978 performance share units vested based on the achievement of certain performance goals. A Form 4 filed on March 6, 2014 reported the granting of 2,989 target performance share units and indicated that as many as two times the initial grant or as little as no shares could be acquired by the Reporting Person. This reports the incremental shares vesting as a result of achieving the performance goals for the award.
( 3 )On March 4, 2017, 3,084 shares were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units

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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