SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)
Statement of
BARRY
DILLER
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
EXPEDIA
GROUP, INC.
Barry Diller (Mr. Diller) is filing this statement on Schedule 13D with respect to
the shares of common stock, par value $0.0001 per share (the Company Common Stock), of Expedia Group, Inc., a Delaware corporation (the Issuer or the Company). The Schedule 13D originally
filed with the Securities and Exchange Commission (the SEC) with respect to the Issuer by Mr. Diller on November 14, 2016, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on March 7, 2018,
Amendment No. 2 to the Schedule 13D filed with the SEC on February 4, 2019, Amendment No. 3 to the Schedule 13D filed with the SEC on April 16, 2019, Amendment No. 4 to the Schedule 13D filed with the SEC on July 26,
2019, Amendment No. 5 to the Schedule 13D filed with the SEC on December 4, 2019, and Amendment No. 6 filed with the SEC on April 13, 2020 (collectively, the Schedule 13D), is hereby amended and supplemented to
include the information set forth herein.
This amendment to the Schedule 13D (together with the Schedule 13D, this
Statement) constitutes Amendment No. 7 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:
(a) As of the date of this Report, Mr. Diller is the beneficial owner of 382,531 shares of Company Common Stock (assuming the exercise of
options to purchase 300,000 shares of Company Common Stock held by Mr. Diller and exercisable within 60 days of January 25, 2022 and the vesting of restricted stock units in respect of 4,993 shares of Company Common Stock held by
Mr. Diller and scheduled to vest within 60 days of January 25, 2022) (as to which Mr. Diller has sole investment and voting power), and 5,523,452 shares of Class B common stock, $0.0001 par value (Company
Class B Common Stock) (which consists of (i) 5,083,900 shares of Company Class B Common Stock held by Mr. Diller (as to which Mr. Diller has sole investment and voting power) and (ii) 439,552 shares
of Company Class B Common Stock held by the Family Foundation (as to which Mr. Diller has shared voting and investment power and as to which Mr. Diller disclaims beneficial ownership)), which shares of Company Common Stock constitute
approximately 0.3% of the total number of outstanding shares of Company Common Stock and which shares of Company Class B Common Stock held by Mr. Diller and the Family Foundation constitute 100% of the outstanding shares of Company
Class B Common Stock. Assuming the conversion of all shares of Company Class B Common Stock beneficially owned by Mr. Diller into Company Common Stock, the exercise of options to purchase 300,000 shares of Company Common Stock and the
vesting of restricted stock units in respect of 4,993 shares of Company Common Stock, Mr. Diller would beneficially own approximately 3.8% of the outstanding Company Common Stock (calculated in accordance with Rule 13d-3). Because each share of Company Class B Common Stock generally is entitled to ten votes per share and each share of Company Common Stock is entitled to one vote per share, Mr. Diller may be deemed to
beneficially own equity securities of the Issuer representing approximately 27.0% of the voting power of the Issuer. The foregoing beneficial ownership amounts exclude shares of Company Common Stock beneficially owned by Diane von Furstenberg,
Mr. Dillers spouse, as to which Mr. Diller disclaims beneficial ownership. The foregoing beneficial ownership calculations are based on there being outstanding, as of the close of business on January 13, 2022, 150,204,281 shares
of Company Common Stock and 5,523,452 shares of Company Class B Common Stock, based on information provided by the Issuer, and calculated in accordance with Rule 13d-3.
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