EXPEDIA GROUP, INC. (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents As filed with the Securities and Exchange Commission on May 6, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 EXPEDIA GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware 20-2705720 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1111 Expedia Group Way W. Seattle, WA 98119 (206) 481-7200 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Robert J. Dzielak, Esq. Chief Legal Officer and Secretary Expedia Group, Inc. 1111 Expedia Group Way W. Seattle, WA 98119 (206) 481-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Andrew J. Nussbaum Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐ If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒ If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered(1) Per Share(2) Offering Price Registration Fee Common Stock, par value $0.0001 per share(3) 8,400,000 $173.10 $1,454,040,000.00 $158,635.76 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminable shares of common stock, par value $0.0001 per share (the “common stock”) as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the amount of the registration fee paid pursuant to Rule 457(g) under the Securities Act at the higher of the warrant exercise price and the price of shares of common stock as determined in accordance with Rule 457(c). (3) Represents 8,400,000 shares of common stock underlying warrants, each entitling the holder thereof to purchase one share of common stock at an exercise price of $72.00 per share, subject to the anti-dilution provisions of the warrants. Table of Contents PROSPECTUS EXPEDIA GROUP, INC. 8,400,000 Shares of Common Stock This prospectus relates to the possible resale from time to time of up to 8,400,000 shares of common stock, $0.0001 par value per share (the “common stock”), of Expedia Group, Inc. (“Expedia Group,” “we,” “us” or the “Company”) issued or issuable upon the exercise of common stock purchase warrants (the “Warrants”) issued by us to the Selling Stockholders (as defined below). The Purchasers (as defined below) acquired the Warrants on May 5, 2020, pursuant to an Investment Agreement (the “Apollo Investment Agreement”) with AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc. (the “Apollo Purchaser”), and an Investment Agreement (the “Silver Lake Investment Agreement” and, together with the Apollo Investment Agreement, the “Investment Agreements”) with SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C. (together, the “Silver Lake Purchasers” and, together with the Apollo Purchaser, collectively, the “Purchasers”). Pursuant to the Investment Agreements, we sold (1) to the Apollo Purchaser, pursuant to the Apollo Investment Agreement, 600,000 shares of our Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and Warrants to purchase 4,200,000 shares of our common stock and (2) to the Silver Lake Purchasers, pursuant to the Silver Lake Investment Agreement, 600,000 shares of Series A Preferred Stock and Warrants to purchase 4,200,000 shares of our common stock, which Warrants were subsequently transferred to, and are currently held by, SLP V Fort Holdings I, L.P. As used in this prospectus, unless otherwise noted or the context otherwise requires, references to the “Selling Stockholders” refer to, collectively, the Purchasers, SLP V Fort Holdings I, L.P. and their respective pledgees, donees, transferees, distributees, assignees, beneficiaries or other successors-in-interest who may later hold a Selling Stockholder’s interests. In connection with and concurrently with the effective time of the transactions contemplated by the Investment Agreements, the Company and the Purchasers entered into a Registration Rights Agreement, dated as of May 5, 2020 (the “Registration Rights Agreement”), pursuant to which the Selling Stockholders became entitled to certain registration rights in respect of common stock held by the Selling Stockholders, including common stock issued or issuable upon exercise of the Warrants. We are registering, pursuant to the Registration Rights Agreement, the common stock issued or issuable upon exercise of the Warrants, but the registration of such shares does not necessarily mean that any of such shares will be offered or sold by the Selling Stockholders pursuant to this prospectus or at all. We will not receive proceeds from the sale of the common stock by the Selling Stockholders. The Selling Stockholders may sell the common stock through public or private transactions at market prices prevailing at the time of sale or at negotiated prices. We provide more information about how the Selling Stockholders may sell their shares of common stock in the section of this prospectus entitled “Plan of Distribution.” We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any amendments or supplements and any related free writing prospectuses, together with the additional information described under the heading “Where You Can Find More Information,” before you invest. Our common stock is listed on The NASDAQ Global Select Market under the symbol “EXPE.” On May 5, 2021, the last reported sale price for our common stock on The NASDAQ Global Select Market was $170.92 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page 9 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, in our subsequent periodic filings with the Securities and Exchange Commission incorporated by reference in this prospectus, in any related prospectus supplement or in any related free writing prospectuses that we have authorized for use in connection with a specific offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated May 6, 2021. Table of Contents TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 6 USE OF PROCEEDS 7 DESCRIPTION OF THE SECURITIES 8 SELLING STOCKHOLDERS 11 PLAN OF DISTRIBUTION 13 LEGAL MATTERS 16 EXPERTS 16 INFORMATION INCORPORATED BY REFERENCE 17 WHERE YOU CAN FIND MORE INFORMATION 17 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus, any accompanying supplement to this prospectus and any related free writing prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities other than the registered securities to which they relate, nor does this prospectus, any accompanying supplement to this prospectus or any related free writing prospectus constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction.