Sec Form 4 Filing - Haufschild Wade D @ Liberty Expedia Holdings, 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 Haufschild Wade D 2. Issuer Name and Ticker or Trading Symbol Liberty Expedia Holdings, Inc. [ LEXEA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2019 (Street) ENGLEWOOD, CO80112 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 Series A Common Stock 07/26/2019 D 1,477 D $ 0 ( 1 ) 0 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 Stock Option (right to buy) - LEXEA $ 15.02 07/26/2019 D 1,729 ( 2 ) 03/19/2020 Series A Common Stock 1,729 ( 3 ) 0 D Stock Option (right to buy) - LEXEA $ 22.54 07/26/2019 D 4,945 ( 2 ) 03/19/2020 Series A Common Stock 4,945 ( 3 ) 0 D Stock Option (right to buy) - LEXEA $ 43.03 07/26/2019 D 3,016 ( 2 ) 05/12/2022 Series A Common Stock 3,016 ( 3 ) 0 D Stock Option (right to buy) - LEXEA $ 43.03 07/26/2019 D 7,820 ( 4 ) 05/12/2023 Series A Common Stock 7,820 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Haufschild Wade D 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 Chief Financial Officer Signatures /s/ Craig Troyer as Attorney-in-Fact for Wade D. Haufschild 07/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock (together, the "LEXPE Common Stock") was converted into the merger consideration, such that each holder of record of LEXPE Common Stock has the right to receive, in the aggregate, a number of shares of Parent's (as defined in the Remarks section) common stock equal to the product of the total number of shares of such series of LEXPE Common Stock held by such holder immediately prior to the Merger (as defined in the Remarks section) multiplied by 0.36, with such product rounded up to the next whole share of Parent's common stock. ( 2 )The derivative security is fully vested. ( 3 )Pursuant to the terms of the Merger Agreement, such stock option of the Issuer was accelerated and converted into the right to receive cash (without interest) in an amount equal to the product of (1) the excess (if any) of the per share cash equivalent consideration (calculated by multiplying 0.36 by the volume weighted average closing price of one share of Parent's common stock for the ten consecutive trading days ending on July 25, 2019) over the per share exercise price of such Issuer stock option, multiplied by (2) the number of shares of LEXPE Common Stock subject to such Issuer stock option immediately prior to the effective time of the Merger, less applicable tax withholdings. ( 4 )The options vest 50% on December 31, 2019 and 50% on December 31, 2020.

Remarks: Pursuant to 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 Issuer, Expedia Group, Inc. ("Parent"), LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger LLC"), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC ("Merger Sub"), on July 26, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Issuer (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Parent.

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.