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Amendment No. 9 to Schedule 13D

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Amendment No. 9 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 9 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 priceline.com Incorporated (Name of Issuer) Common Stock, par value $0.008 per share (Title of Class of Securities) 741503106 (CUSIP Number) Edith Shih Hutchison Whampoa Limited 22nd Floor, Hutchison House 10 Harcourt Road Hong Kong (852-2128-1188) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨. CUSIP NO. 741503106 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HUTCHISON WHAMPOA LIMITED - Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong 7 SOLE VOTING POWER NUMBER OF - 0 - SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 51,329 (1) EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON - 0 - WITH 10 SHARED DISPOSITIVE POWER 51,329 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,329 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% (2) 14 TYPE OF REPORTING PERSON HC, CO CUSIP NO. 741503106 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ULTIMATE PIONEER LIMITED - Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF - 0 - SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON - 0 - WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO CUSIP NO. 741503106 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHEUNG KONG (HOLDINGS) LIMITED - Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong 7 SOLE VOTING POWER - 0 - 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY - 0 - (excludes beneficial ownership of 51,329 shares which are disclaimed (see 11 OWNED BY below)) EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON - 0 - WITH 10 SHARED DISPOSITIVE POWER - 0 - (excludes beneficial ownership of 51,329 shares which are disclaimed (see 11 below)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - Cheung Kong (Holdings) Limited expressly disclaims beneficial ownership of 51,329 shares beneficially owned by Hutchison Whampoa Limited 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON HC, CO CUSIP NO. 741503106 SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON POTTON RESOURCES LIMITED - Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF - 0 - SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON - 0 - WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO (1) Includes (i) options to purchase 25,331 shares of Common Stock of the Issuer exercisable now and within 60 days from November 22, 2006 and 2,000 shares of restricted Common Stock held by Mr. Ian Wade (the designee of UPL to the Issuer’s Board of Directors) and (ii) options to purchase 21,998 shares of Common Stock of the Issuer exercisable now and within 60 days from November 22, 2006 and 2,000 shares of restricted Common Stock of the Issuer held by Mr. Dominic Lai (the designee of UPL to the Issuer’s Board of Directors). (2) Based on 36,536,069 shares of Common Stock of the Issuer issued and outstanding as of November 22, 2006. This statement constitutes Amendment No. 9 to the Schedule 13D originally filed with the Securities and Exchange Commission on February 26, 2001, as amended by Amendment No. 1 on June 11, 2001, Amendment No. 2 on July 10, 2001, Amendment No. 3 on September 25, 2001, Amendment No. 4 on September 28, 2001, Amendment No. 5 on November 16, 2001, Amendment No. 6 on August 5, 2002, Amendment No. 7 on August 19, 2002 and Amendment No. 8 on September 8, 2006 (collectively, the “Schedule 13D”) and is filed by Hutchison Whampoa Limited, a Hong Kong company (“HWL”); Ultimate Pioneer Limited (“UPL”), a British Virgin Islands company and an indirect wholly-owned subsidiary of HWL; Cheung Kong (Holdings) Limited (“Cheung Kong”), a Hong Kong company and a 49.97% shareholder of HWL; and Potton Resources Limited (“PRL”), a British Virgin Islands company and an indirect wholly-owned subsidiary of Cheung Kong. Such Schedule 13D relates to the common stock, par value $0.008 per share (“Common Stock”) of priceline.com Incorporated, a Delaware corporation (the “Issuer”). Terms defined in the Schedule 13D previously filed have the same meanings in this Amendment. Item 2. Identity and Background. Schedules I to IV are hereby amended and restated and attached hereto and Schedules V and VI are deleted in their entirety. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following: On December 4, 2006, UPL agreed to sell 1,912,406 shares of Common Stock and PRL agreed to sell 1,912,406 shares of Common Stock, all at a price of US$39.00 per share. The resulting sale proceeds for UPL and PRL will be US$74,583,834 and US$74,583,834, respectively. The sale of the shares is being underwritten by Goldman, Sachs, & Co. The sale is expected to be completed on December 7, 2006. The shares sold were originally acquired for investment purposes only and were sold to realize the subsequent appreciation in the value of the investment. Upon completion of the sale of the above-referenced shares, Mr. Wade and Mr. Lai will resign from the Board of Directors of the Issuer. Item 5. Interest in Securities of the Issuer. (a) (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: (a) - (b) Following the completion of the sales of Common Stock: (i) HWL will beneficially own an aggregate of 51,329 shares of Common Stock, which is comprised solely of stock options exercisable by Messrs. Wade and Lai as directors of the Issuer within 60 days of November 22, 2006 and shares of restricted Common Stock, which in aggregate represent less than 1% of the issued and outstanding Common Stock. HWL will have sole power over the voting and disposition of such shares. (ii) UPL will not beneficially own any shares of Common Stock. (iii) Cheung Kong will not beneficially own any shares of Common Stock. Cheung Kong, through its ownership of 49.97% of the issued shares of HWL, may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by HWL. However, pursuant to Rule 13d-4 under the Exchange Act, Cheung Kong expressly disclaims beneficial ownership of such shares. (iv) PRL will not beneficially own any shares of Common Stock. Dominic Lai, a director of HWL and the Issuer (as the designee of UPL to the Issuer’s Board of Directors), directly owns 2,000 shares of restricted stock and options to purchase 25,999 shares of Common Stock, of which options to purchase 21,998 shares are exercisable by Mr. Lai within 60 days from November 22, 2006. Mr. Ian Wade, a director of the Issuer (as the designee of UPL to the Issuer’s Board of Directors), directly owns 2,000 shares of restricted stock and options to purchase 29,332 shares of Common Stock, of which options to purchase 25,331 shares are exercisable by Mr. Wade within 60 days from November 22, 2006. Except as described herein, none of HWL, UPL, Cheung Kong and PRL, nor, to their best knowledge, any of their respective executive officers or directors, (i) beneficially owns any securities of the Issuer as of the date hereof or (ii) has any right as of the date hereof to acquire, directly or indirectly, any beneficial ownership of any securities of the Issuer.
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