UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~Date~~DATE ofOF ~~Report~~REPORT (~~date~~DATE ofOF ~~earliest~~EARLIEST ~~event~~EVENT ~~reported~~REPORTED): ~~April~~June 155, 2019

LIBERTY EXPEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-37938~~	81001-~~1838757~~37938	81-1838757
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

12300 Liberty ~~Blvd.~~Boulevard

Englewood, Colorado 80112

(Address of principal executive offices) ~~and~~(Zip ~~zip~~ code)

~~Registrant’s telephone number, including area code:~~ (720) 875-5800

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~code

~~[ ]~~Not ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Applicable

~~[X]~~(Former ~~Soliciting~~name ~~material~~or ~~pursuant~~former toaddress ~~Rule~~if ~~14a-12~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240.14a-12~~report)

~~[ ]~~Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~the following provisions:

~~[ ]~~o Written ~~Pre-commencement~~ communications pursuant to Rule 425 ~~13e-4(c)~~ under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~13e-4(c~~425))

~~Indicate~~x Soliciting bymaterial ~~check~~pursuant ~~mark~~to ~~whether the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b~~ 14a-212 ofunder the ~~Securities~~ Exchange Act ~~of 1934~~ (§17 CFR 240.~~12b‑2 of this chapter~~14a-12). ~~Emerging growth company [ ]~~

Ifo Pre-commencement ancommunications 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 13~~Rule 14d-2(ab) under of the Exchange Act. [(17 ]CFR 240.14d-2(b))

~~Item~~o Pre-commencement ~~1.01~~communications ~~Entry~~pursuant ~~into~~to aRule 13e-4(c) under ~~Material~~the ~~Definitive~~Exchange ~~Agreement~~Act (17 CFR 240.13e-4(c))

~~Agreement~~Securities ~~and~~registered ~~Plan~~pursuant to Section 12(b) of ~~Merger~~the Act:

OnTitle ~~April 15, 2019, Liberty Expedia Holdings, Inc. (the “Company” or “LEXPE”) entered into an Agreement and Plan~~ of ~~Merger~~each ~~(the~~class ~~“Merger~~Trading ~~Agreement”), by and among the Company, Expedia Group, Inc.~~ symbol(~~“Parent” or “Expedia Group”~~s), ~~LEMS~~Name ~~I LLC, a Delaware limited liability company and a wholly owned subsidiary~~ of ~~Parent~~ ~~(“Merger~~each ~~LLC”),~~exchange ~~and~~on ~~LEMS~~which IIregistered ~~Inc.,~~Series aA ~~Delaware~~common ~~corporation~~stock ~~and~~LEXEA ~~a wholly owned subsidiary of Merger LLC (“Merger Sub”).~~ The ~~Merger~~Nasdaq ~~Agreement~~Stock ~~provides~~Market for, among other things and subject to the satisfaction or waiver of certain specified conditions set forth therein, (i) the merger of Merger Sub with and into LEXPE (the “Merger”), with LEXPE surviving the Merger as a wholly owned subsidiary of Merger LLC, ~~and~~Series ~~(ii)~~B ~~immediately following~~common ~~the~~stock ~~Merger,~~LEXEB ~~the~~The ~~merger~~Nasdaq ofStock ~~LEXPE~~Market ~~(as the surviving corporation in the Merger) with and into Merger~~ LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Parent. A copy of the joint press release announcing the Combination is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

~~Pursuant~~Indicate toby ~~the~~check ~~Merger~~mark ~~Agreement,~~whether ~~each share of Series A common stock, par value $0.01 per share, of LEXPE and Series B common stock, par value $0.01 per share, of LEXPE (together,~~ the ~~“LEXPE~~registrant ~~Common~~is ~~Stock”)~~an ~~issued~~emerging ~~and~~growth ~~outstanding~~company ~~immediately prior to the effective time of the Merger (the “Effective Time”) (except for shares held by LEXPE~~ as ~~treasury~~defined ~~stock~~in orRule 405 ~~held directly by Expedia Group) will be converted into the right to receive 0.36~~ of ~~a share of common stock, par value $0.0001 per share, of Expedia Group (~~the ~~“Expedia~~Securities ~~Group~~Act ~~Common Stock”), plus cash (without interest) in lieu~~ of ~~any~~1934 ~~fractional shares of Expedia Group Common Stock~~ (~~the “Merger Consideration”)~~§240.12b-2 ~~At the closing~~ of ~~the~~this Combination, former holders of LEXPE Common Stock are expected to own in the aggregate shares of Expedia Group Common Stock representing approximately 14% of the total number of outstanding shares of Expedia Group Common Stock and shares of Class B common stock, par value $0.0001 per share, of Expedia Group (the “Expedia Group Class B Common Stock”chapter)~~, based on approximately 140 million shares of Expedia Group Common Stock and approximately 5~~.~~7 million shares of Expedia Group Class B Common Stock currently expected to be outstanding at the closing of the Combination.~~

AsEmerging ofgrowth ~~the~~company Effective Time, each then-outstanding stock option with respect to shares of LEXPE Common Stock will be cancelled and converted into the right to receive the Merger Consideration in respect of each share subject to such option (after deducting a number of shares sufficient to cover the aggregate option exercise price), less applicable tax withholding. As of the Effective Time, each then-outstanding restricted stock award and restricted stock unit award with respect to shares of LEXPE Common Stock will be cancelled and converted into the right to receive the Merger Consideration in respect of each share of LEXPE Common Stock subject to such award, less applicable tax withholding.o

~~The~~If ~~closing~~an ofemerging ~~the~~growth ~~Combination is subject to certain mutual conditions~~company, ~~including~~indicate ~~(1) the adoption of the Merger Agreement~~ by ~~the~~check ~~holders~~mark ofif ~~at least a majority of~~ the ~~aggregate~~registrant voting power of the outstanding shares of LEXPE Common Stock, voting together as a single class; (2) any required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended in respect of the Combination and other transactions contemplated by the Merger Agreement; (3) the absence of any order or law that has ~~the~~elected ~~effect~~not ofto ~~enjoining~~use ~~or otherwise prohibiting~~ the ~~closing~~extended ~~of the~~transition ~~Combination~~period ~~or any of the other transactions contemplated by the Merger Agreement and related transaction documents; (4) the approval~~ for ~~listing~~complying of the shares of Expedia Group Common Stock to be issued as Merger Consideration on the NASDAQ Global Select Market and the effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-4 with ~~respect~~any tonew ~~such~~or ~~shares;~~revised ~~and~~financial ~~(5)~~accounting ~~the~~standards ~~delivery~~provided ofpursuant ~~an opinion by Skadden, Arps, Slate, Meagher & Flom LLP~~ to ~~LEXPE to the effect that the Combination will not impact the tax treatment of the split off of LEXPE by Qurate Retail, Inc., a Delaware corporation~~ Section 13(formerly known as Liberty Interactive Corporation, “Qurate Retail”) on November 4, 2016. The respective obligation of each party to consummate the Combination is also conditioned upon (x) the delivery of an opinion from such party’s tax counsel to the effect that the Combination will qualify as a ~~“reorganization” for U.S. federal income tax purposes and (y~~) the other party’s representations and warranties being true and correct (subject to certain materiality and material adverse effect qualifications), and the other party having performed in all material respects its obligations under the Merger Agreement. Expedia Group’s obligation to consummate the Combination is further conditioned upon the satisfaction of ~~certain conditions to~~ the ~~completion of the exchange pursuant to the~~ Exchange ~~Agreement as described below~~Act. ~~The Combination does not require the approval of Expedia Group’s stockholders.~~o

~~The~~Item ~~Merger~~1.01. ~~Agreement~~Entry ~~includes~~into ~~certain~~a ~~representations,~~Material ~~warranties~~Definitive and covenants of LEXPE, Expedia Group, Merger Sub and Merger LLC, including, among other things, covenants by LEXPE to (i) conduct its business in the ordinary course consistent with past practice and (ii) use reasonable best efforts to preserve intact its business organization and goodwill and relationships with material customers, suppliers, licensors, licensees, distributors and other third parties, during the period between the execution of the Merger Agreement ~~and the Effective Time~~.

InAmendment ~~addition, LEXPE has agreed~~ to non-solicitation obligations with respect to any third-party acquisition proposals, and has agreed to certain restrictions on its and its representatives’ ability to respond to any such proposals. The Board of Directors of LEXPE (the “LEXPE Board”) has agreed to recommend that its stockholders vote in favor of the adoption of the Merger Agreement, subject to the right to change its recommendation in response to a superior proposal or an intervening event (each as defined in the Merger Agreement), in each case if the LEXPE Board determines in good faith that a failure to change its recommendation would be inconsistent with its fiduciary duties. In the event that the LEXPE Board changes its recommendation, Expedia Group has the right to either (x) require LEXPE to hold a stockholder vote on the transaction or (y) terminate the Merger Agreement.

~~The~~On ~~Merger~~June ~~Agreement~~5, ~~includes~~2019, ~~termination~~Liberty ~~provisions in favor of both~~ Expedia ~~Group and LEXPE and provides that~~Holdings, Inc., ~~in connection with~~ a ~~termination~~Delaware ofcorporation (the ~~Merger~~ ~~Agreement~~“Company” ~~under~~or ~~specified circumstances~~“LEXPE”), ~~including~~ Expedia Group~~’s termination of the Merger Agreement following a change of recommendation of the LEXPE Board~~, ~~but prior to a vote by LEXPE’s stockholders on the transaction~~ Inc., ~~LEXPE will be required to pay Expedia Group~~ a ~~termination~~Delaware ~~fee~~corporation of(“Parent” ~~$72 million. In addition, either LEXPE~~ or “Expedia Group ~~may terminate the Merger Agreement if (i~~”), ~~the~~LEMS ~~Combination~~I ~~has~~LLC, ~~not~~a ~~been~~Delaware ~~consummated~~limited byliability ~~October~~company ~~15,~~and ~~2019~~a ~~(subject~~wholly toowned ~~extensions~~subsidiary of upParent to(“Merger ~~six months in certain circumstances~~LLC”), ~~(ii)~~and ~~the~~LEMS ~~issuance~~II byInc., a ~~court~~Delaware orcorporation ~~other~~and ~~governmental authority of~~ a ~~final,~~wholly ~~non-appealable~~owned ~~order~~subsidiary ~~or the taking~~ of ~~any~~Merger ~~other~~LLC ~~action~~(“Merger ~~permanently restraining~~Sub”), ~~enjoining~~entered orinto ~~otherwise~~Amendment ~~prohibiting~~No. 1 (the ~~Combination,~~“Amendment”) ~~which action~~to isthe ~~final~~Agreement and ~~non-appealable,~~Plan ~~(iii) the approval~~ of ~~LEXPE’s~~Merger, ~~stockholders~~dated isas ~~not obtained at a meeting thereof called for the purpose~~ of ~~adopting~~April 15, ~~the~~2019, ~~Merger~~by ~~Agreement~~and oramong ~~(iv)~~ the ~~other~~Company, ~~party~~Expedia ~~has breached any representation~~Group, ~~warranty~~Merger ~~or covenant~~LLC ~~causing~~and ~~the~~Merger ~~failure~~Sub ~~of a closing condition~~ (~~subject~~the to“Merger ~~a cure period~~Agreement”).

AtThe Amendment revises the ~~closing~~method of settlement of specified LEXPE stock options (the ~~Combination,~~“Cash-Settled ~~pursuant~~Options”) toin connection with the Merger (as defined in the Merger Agreement) so that, ~~each~~upon completion of the ~~three~~Merger, ~~directors~~a ~~serving~~holder onof Cash-Settled Options will receive cash (without interest) (rather than shares of Expedia Group common stock, par value $0.0001 per share (the “Expedia Group ~~Board~~Common Stock”)) in satisfaction of ~~Directors~~the ~~who~~spread ~~were nominated~~value of the Cash-Settled Options, less applicable tax withholdings. Each LEXPE stock option (whether or not vested) outstanding immediately prior to the Merger other than a Cash-Settled Option (the “Stock-Settled Options”) will be canceled and converted into the right to receive (without interest) a number of shares of Expedia Group Common Stock equal to (x) 0.36 multiplied by (y) the number of shares covered by such LEXPE isstock ~~expected~~option (after deducting a number of shares sufficient to ~~resign~~cover ~~from~~the option exercise price), less applicable tax withholdings, with the number of shares of Expedia Group ~~Board~~Common Stock to be delivered to each holder of ~~Directors~~Stock-Settled Options aggregated and rounded up to the next whole share of Expedia Group Common Stock.

The ~~Expedia~~Amendment ~~Group~~also ~~Board~~provides ofthat ~~Directors~~each ~~approved~~share ~~the~~of ~~Merger~~LEXPE ~~Agreement~~Series A common stock and ~~the~~LEXPE ~~transactions~~Series B ~~contemplated~~common ~~thereby~~stock ~~following~~(other ~~the~~than ~~recommendation~~shares ofheld aby ~~special committee~~LEXPE ~~(the~~as ~~“Expedia~~treasury ~~Group~~stock ~~Special~~or ~~Committee”)~~held ~~consisting~~directly ~~solely~~by ofExpedia ~~independent~~Group) ~~and~~will ~~disinterested~~be ~~directors,~~converted ~~each~~into ofthe ~~whom~~right ~~had~~to ~~been~~receive ~~elected~~a bynumber ~~the~~of ~~holders~~shares of Expedia Group Common Stock ~~voting~~such ~~together~~that aseach aholder ~~class~~of ~~(without~~record ~~the~~of ~~vote~~shares of ~~the~~LEXPE ~~Expedia~~Series A ~~Group~~common ~~Class~~stock or LEXPE Series B ~~Common~~common ~~Stock),~~stock shall have the right to ~~which~~receive, in the aggregate, a number of shares of Expedia Group ~~Board~~Common Stock equal to the product of ~~Directors~~the ~~had~~total ~~delegated~~number ~~exclusive~~of ~~authority~~shares toof ~~consider~~such ~~and~~series ~~negotiate~~of LEXPE common stock held of record by such holder immediately prior to the Merger ~~Agreement~~multiplied ~~and~~by ~~the transactions~~an ~~contemplated~~exchange ~~thereby~~ratio ~~(including,~~equal ~~without~~to ~~limitation~~0.36, ~~the~~with ~~Exchange~~such ~~Agreement,~~product ~~the~~rounded ~~Voting~~up ~~Agreement~~to ~~and~~the ~~new~~next ~~governance~~whole ~~arrangements~~share ~~between~~of Expedia Group ~~and~~Common ~~Barry~~Stock ~~Diller~~ (~~“Mr.~~instead ~~Diller”)~~of ~~and~~providing ~~the~~that ~~transactions~~each ~~contemplated~~holder ~~thereby, as~~of ~~described~~record ~~below~~of shares of LEXPE Series A common stock or LEXPE Series B common stock receive cash in lieu of fractional shares of Expedia Group common stock).

~~Based~~The onAmendment aalso ~~recommendation~~replaces ofExhibits aB, ~~transaction~~C, ~~committee~~and ~~consisting~~D ~~solely~~to of the ~~Common~~Merger ~~Stock~~Agreement, ~~Directors~~comprising ~~(as~~the ~~defined~~form inof ~~LEXPE’s~~the ~~restated~~ certificate of ~~incorporation)~~ ofmerger ~~LEXPE~~ and ~~following~~representation ~~the~~letters ~~termination~~related ofto the ~~Proxy~~closing ~~Swap~~tax ~~Arrangements (as defined below)~~opinions, ~~the~~with ~~LEXPE~~revised ~~Board~~versions ~~approved~~reflecting the ~~Merger~~above-mentioned ~~Agreement~~changes ~~and the transactions contemplated thereby and agreed~~ to ~~recommend that~~ the ~~LEXPE stockholders adopt the~~ Merger Agreement~~, subject to certain exceptions set forth in the Merger Agreement~~.

~~The~~Except ~~foregoing~~as ~~description~~modified ofby the ~~Merger~~Amendment, ~~Agreement and~~ the ~~transactions~~terms ~~contemplated~~of ~~thereby~~the ~~does~~Merger ~~not~~Agreement ~~purport to be complete and is subject to, and qualified~~ in ~~its entirety by,~~ the ~~full~~form ~~text~~filed ofby the ~~Merger~~Company ~~Agreement, which is filed~~ as Exhibit 2.1 to ~~this~~the Current Report on Form 8-K filed by the Company with the U.S. Securities and ~~incorporated~~Exchange ~~herein~~Commission byon ~~reference~~April 16, 2019 are unchanged.

The ~~Merger~~foregoing ~~Agreement and the above~~ description ~~have been included to provide investors and security holders with information regarding the terms~~ of the ~~Merger Agreement~~Amendment ~~and~~does ~~the Combination. It is~~ not ~~intended~~purport to ~~provide~~be ~~any~~complete ~~other factual information about Parent, LEXPE or their respective subsidiaries or affiliates, including Merger LLC~~ and ~~Merger~~is Sub, or equityholders. The representations, warranties and covenants set forth in the Merger Agreement were made only for the purposes of that agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and the express third party beneficiaries described therein), may be subject to ~~limitations agreed upon by the contracting parties~~, ~~including~~and ~~being~~ qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, as well as by information contained in ~~each~~its ~~party’s~~entirety ~~Annual Report on Form 10-K and Quarterly Reports on Form 10-Q~~by, ~~and may be subject to standards of materiality applicable to~~ the ~~contracting parties that differ from those applicable to investors. Investors should be aware that the representations~~Amendment, ~~warranties~~a ~~and~~copy ~~covenants or any description thereof may not reflect the actual state~~ of ~~facts~~which oris ~~condition~~attached ofhereto ~~Parent,~~as ~~LEXPE, Merger Sub, Merger LLC, or any of their respective subsidiaries, affiliates, businesses, or equityholders~~Exhibit 2.1 ~~Moreover, information concerning the subject matter of the representations, warranties~~ and ~~covenants~~is ~~may~~incorporated ~~change~~herein ~~after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures~~ by ~~the Company~~reference. ~~Accordingly, representations and warranties in the Merger Agreement should not be relied on as characterization of the actual state of facts about Parent or LEXPE.~~

~~Amendment~~Item No9.01. 2Financial toStatements ~~Transaction~~and ~~Agreement~~Exhibits.

Pursuant to the irrevocable proxy granted by LEXPE to Mr. Diller under the Amended and Restated Stockholders Agreement, dated as of December 20, 2011, by and among LEXPE, certain wholly owned subsidiaries of LEXPE and Mr. Diller, as amended as of November 4, 2016 (~~the “Existing Stockholders Agreement”~~d)~~, Mr~~ Exhibits. Diller generally has the right to vote the shares of Expedia Group Common Stock and Expedia Group Class B Common Stock held by LEXPE and its subsidiaries (the “Diller Proxy”), which shares represent approximately 53% of the total voting power of all shares of Expedia Group Common Stock and Expedia Group Class B Common Stock, based on a total of 134,390,305 shares of Expedia Group Common Stock and 12,799,999 shares of Expedia Group Class B Common Stock outstanding as of January 25, 2019, as reported in Expedia Group’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 8, 2019. Pursuant to the Assignment Agreement, dated as of November 4, 2016, by and between LEXPE and Mr. Diller, Mr. Diller assigned the Diller Proxy to LEXPE (the “Diller Assignment”), and, pursuant to the Proxy and Voting Agreement, dated as of November 4, 2016, by and among John C. Malone and Leslie Malone (collectively, the “Malone Group”) and Mr. Diller, the Malone Group granted to Mr. Diller a proxy over the shares of LEXPE Common Stock owned by it (the “Malone Proxy,” and together with the Diller Assignment, the “Proxy Swap Arrangements”).

On April 15, 2019 and prior to LEXPE’s entry into the Merger Agreement, Barry Diller, the Company, Qurate Retail, and the Malone Group entered into Amendment No. 2 to Amended and Restated Transaction Agreement (“Amendment No. 2 to Transaction Agreement”), which amends the Amended and Restated Transaction Agreement, dated as of September 22, 2016, as amended by the letter agreement dated as of March 6, 2018 (the “Transaction Agreement”), providing for the immediate termination of the Transaction Agreement, which automatically resulted in the termination of the Proxy Swap Arrangements.

Exhibit No.		Description of Exhibit

2.1		Amendment No. 1 to Agreement and Plan of Merger by and among Expedia Group, Inc., LEMS II Inc., LEMS I LLC and Liberty Expedia Holdings, Inc., dated as of June 5, 2019†

~~The~~† ~~foregoing~~Schedules ~~description~~have ofbeen ~~Amendment~~omitted ~~No.~~pursuant 2 to ~~Transaction~~Item ~~Agreement~~601(a)(5) of ~~does~~Regulation ~~not~~S-K. ~~purport~~The Company hereby undertakes to ~~be complete~~furnish ~~and~~supplemental iscopies ~~subject~~of ~~to,~~any ~~and~~of ~~qualified~~the inomitted ~~its~~schedules ~~entirety~~upon request by, ~~Amendment~~the NoU.S. 2Securities toand ~~Transaction~~Exchange ~~Agreement~~Commission; provided, ahowever, ~~copy~~that ofthe ~~which~~Company ismay ~~attached~~request ~~hereto~~confidential astreatment ~~Exhibit~~pursuant ~~10.1~~ to ~~this~~Rule 24b-2 ~~Current Report~~of onthe ~~Form~~Securities ~~8-K~~Exchange ~~and~~Act ~~incorporated~~of ~~herein~~1934, byas ~~reference~~amended, for any schedules so furnished.

~~Exchange Agreement~~2

~~Simultaneously~~Caution ~~with~~Regarding ~~the~~Forward-Looking entry into the Merger Agreement, on April 15, 2019, the Company, Parent, The Diller Foundation d/b/a The Diller – von Furstenberg Family Foundation (the “Family Foundation”) and Mr. Diller entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which (and agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Existing Governance Agreement (as defined below) and the Existing Stockholders Agreement), immediately prior to and conditioned upon the closing of the Combination, Mr. Diller and, if the Family Foundation so elects, the Family Foundation, are expected to exchange with LEXPE up to a number of shares of Expedia Group Common Stock equal to the sum of (1) 5,523,452 shares of Expedia Group Common Stock (which is equal to the total number of shares of Expedia Group Common Stock held by Mr. Diller and the Family Foundation, in the aggregate, as of April 15, 2019) plus (2) the number of shares of Expedia Group Common Stock acquired by Mr. Diller prior to the exchange pursuant to the exercise of up to 537,500 vested options to purchase shares of Expedia Group Common Stock held by Mr. Diller as of April 15, 2019 (after deducting a number of shares sufficient to cover the aggregate exercise price), for the same number of shares of Expedia Group Class B Common Stock held by LEXPE (the shares of Expedia Group Class B Common Stock acquired by Mr. Diller and the Family Foundation pursuant to the Exchange Agreement, collectively referred to as the “Original Shares”). Assuming the exchange by Mr. Diller and the Family Foundation of a total of approximately 5.7 million shares of Expedia Group Common Stock (based on the net exercise of his 537,500 vested options assuming an Expedia Group Common Stock share price of $125.45, the closing price of Expedia Group Common Stock on April 15, 2019) for an equal number of shares of Expedia Group Class B Common Stock, the Original Shares would represent approximately 29% of the total voting power of all shares of Expedia Group Common Stock and Expedia Group Class B Common Stock, based on approximately 140 million shares of Expedia Group Common Stock and approximately 5.7 million shares of Expedia Group Class B Common Stock currently expected to be outstanding at the closing of the Combination.Statements

~~The~~This ~~foregoing~~communication ~~description~~includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange ~~Agreement~~Act ~~does~~of ~~not~~1934. ~~purport~~These toforward-looking statements generally can be ~~complete~~identified by phrases such as “plan,” “target,” “goal,” “believes,” “intends,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import or future or conditional verbs such as will, may, might, should, would, could, or similar variations. Similarly, statements herein that describe the proposed transaction, including its financial and operational impact, and other statements of the parties’ or management’s plans, expectations, objectives, projections, beliefs, intentions, goals, and statements about the benefits of the proposed transaction, the expected timing of completion of the proposed transaction, and other statements that are not historical facts are also forward-looking statements. It is ~~subject~~ touncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and ~~qualified~~financial condition of the combined companies or the price of Expedia Group or LEXPE stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in ~~its~~such ~~entirety~~forward-looking bystatements, including, but not limited to, the ~~Exchange~~unpredictability ~~Agreement~~of the commercial success of Expedia Group’s or LEXPE’s respective businesses or operations; risks related to Expedia Group’s or LEXPE’s acquisition and integration of acquired businesses; the effects of dispositions of businesses or assets; technological changes and other trends affecting the travel industry; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transactions; competitive responses to the transactions; the ability of the parties to consummate the proposed transaction on a ~~copy~~timely basis or at all and the satisfaction of ~~which~~the isconditions ~~attached~~precedent to consummation of the proposed transaction, including, but not limited to, approval by LEXPE’s stockholders; the possibility that the transactions may be more expensive to complete than anticipated, including as ~~Exhibit~~a 10result of unexpected factors or events; the ability of LEXPE and Mr.2 Diller to ~~this~~consummate ~~Current~~the ~~Report~~initial exchange transaction; the ability of Expedia Group to implement its plans, forecasts and other expectations with respect to LEXPE’s business after the completion of the proposed transaction and realize expected benefits; business disruption following the transaction; the proposed transaction may not be completed on the timeframe expected or at all; diversion of management’s attention from ongoing business operations and opportunities; litigation relating to the transactions and the other risks and important factors contained and identified in the Form S-4, 8as well as in Expedia Group’s and LEXPE’s other filings with the SEC, such as their respective Quarterly Reports on Form 10-KQ and ~~incorporated~~Annual ~~herein~~Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements, the registration statement on Form S-4 filed by ~~reference~~ Expedia Group and the proxy statement of LEXPE with respect to the vote of its stockholders to approve the transactions (included as part of the Expedia Group registration statement on Form S-4). As a result of these and other risks, the proposed transaction may not be completed on the timeframe expected or at all.

~~Voting~~All ~~Agreement~~forward-looking ~~regarding~~statements speak only as of the ~~Company~~date ~~Shares~~they are made and are based on information available at that time. Neither LEXPE nor Expedia Group assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

InAdditional connection with the transactions contemplated by the Merger Agreement and following the termination of the Malone Proxy, on April 15, 2019, the Malone Group entered into a voting agreement (the “Voting Agreement”) with Expedia Group, pursuant to which the Malone Group has committed, subject to certain conditions, to vote shares of LEXPE Common Stock representing approximately 32% of the total voting power of the issued and outstanding shares of LEXPE Common Stock as of January 31, 2019 in favor of the Merger Agreement and the transactions contemplated thereby at any meeting of the stockholders of LEXPE called to vote upon the Merger. In addition, the Malone Group has agreed to vote the shares of LEXPE Common Stock subject to the Voting Agreement against any Alternative Company Transaction (as defined in the Voting Agreement) and certain other matters. The Voting Agreement will terminate upon, among other events, the termination of the Merger Agreement in accordance with its terms. Under the Voting Agreement, Expedia Group agreed to indemnify the Malone Group for losses incurred in connection with or arising out of the Voting Agreement, including, subject to certain conditions, reasonable fees and expenses of the Malone Group incurred in the defense of any such claim brought by a third party.Information

~~The~~In ~~foregoing~~connection ~~description~~with the proposed transaction, Expedia Group has filed a registration statement on Form S-4, which includes a document that serves as a preliminary prospectus of Expedia Group and a preliminary proxy statement of LEXPE (the ~~Voting~~“proxy ~~Agreement~~statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. The proposed transaction involving LEXPE and Expedia Group will be submitted to LEXPE’s stockholders for their consideration. This communication does not ~~purport~~constitute an offer to besell ~~complete~~or ~~and~~the issolicitation ~~subject~~of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SECURITY HOLDERS OF EXPEDIA GROUP AND LEXPE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE COMBINATION AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus will be sent to LEXPE stockholders. Investors and ~~qualified~~security inholders ~~its~~may ~~entirety~~obtain these documents free of charge from the SEC’s website or from Expedia Group or LEXPE. The documents filed by, Expedia Group may be obtained free of charge at Expedia Group’s website at www.expediagroup.com or at the ~~Voting~~SEC’s ~~Agreement~~website at www.sec.gov, ~~a copy~~or from Expedia Group by contacting Expedia Group’s Investor Relations department at (425) 679-3759. The documents filed by LEXPE may be obtained free of ~~which~~charge isat ~~attached~~LEXPE’s aswebsite ~~Exhibit~~at 10www.3libertyexpedia.com toor ~~this~~at ~~Current~~the ~~Report~~SEC’s onwebsite ~~Form~~at ~~8-K~~www.sec.gov, ~~and~~or ~~incorporated~~from ~~herein~~LEXPE by ~~reference~~requesting them by mail at Liberty Expedia Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone (844) 795-9468.

~~Other Agreements~~3

~~Simultaneously~~Participants ~~with~~in the ~~Company’s entry into the Merger Agreement, certain additional related agreements were entered into, including:~~Solicitation

·Expedia AGroup ~~Stockholders~~and ~~Agreement~~LEXPE ~~Termination~~and ~~Agreement,~~their byrespective directors and ~~among~~executive Mrofficers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. ~~Diller~~Information about Expedia Group’s directors and executive officers is available in Expedia Group’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the ~~Company~~SEC on February 8, 2019, as amended on Form 10-K/A filed on April 29, 2019. Information about LEXPE’s directors and ~~certain~~executive ~~wholly~~officers ~~owned~~is ~~subsidiaries~~available ofin LEXPE’s Annual Report on Form 10-K for the ~~Company~~year ended December 31, ~~pursuant~~2018, tofiled ~~which~~with the ~~Existing~~SEC ~~Stockholders~~on ~~Agreement~~February 8, ~~(including~~2019, ~~the~~as ~~Diller~~amended ~~Proxy)~~on ~~will~~Form 10-K/A ~~terminate~~filed aton April 30, 2019. Other information regarding the ~~closing~~participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the ~~Combination;~~proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction when they become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Expedia Group or LEXPE as indicated above.

·No AOffer ~~Governance~~or Agreement Termination Agreement, by and among Mr. Diller, the Company, Parent and certain wholly owned subsidiaries of the Company, pursuant to which the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among the Company, Parent and Mr. Diller (the “Existing Governance Agreement”) will terminate at the closing of the Combination;Solicitation

·This Ancommunication ~~Assumption~~shall ~~and~~not ~~Joinder~~constitute ~~Agreement~~an offer to ~~Tax~~sell ~~Sharing~~or ~~Agreement,~~the bysolicitation ~~and~~of ~~among~~an ~~the~~offer ~~Company,~~to ~~Parent~~buy ~~and~~any ~~Qurate~~securities, ~~Retail~~nor ~~(the~~shall ~~“Tax~~there ~~Sharing~~be ~~Agreement~~any ~~Joinder~~sale ~~Agreement”),~~of ~~pursuant~~securities toin ~~which~~any ~~Parent~~jurisdiction ~~agrees~~in towhich ~~assume~~such offer, ~~effective~~solicitation ator ~~the~~sale ~~closing~~would ofbe ~~the~~unlawful ~~Combination,~~prior ~~the~~to ~~Company’s~~registration ~~rights~~or ~~and~~qualification ~~obligations~~ under the ~~Tax~~securities ~~Sharing~~laws ~~Agreement,~~of ~~dated~~any assuch jurisdiction. No offering of ~~November~~securities 4,shall ~~2016,~~be made except by ~~and~~means ~~between~~of ~~Qurate~~a ~~Retail~~prospectus ~~and~~meeting the ~~Company~~requirements (of Section 10 of the ~~“Tax~~U.S. ~~Sharing~~Securities ~~Agreement”);~~Act of 1933, as amended.

· An Assumption Agreement Concerning Transaction Agreement Obligations, by and among the Company, Parent, Qurate Retail, Mr. Diller and the Malone Group (the “Transaction Agreement Assumption Agreement”), pursuant to which Parent agrees to assume, effective at the closing of the Combination, certain of the Company’s rights and obligations under the Transaction Agreement which survive the termination of the Transaction Agreement; and4

· An Assumption and Joinder Agreement to Reorganization Agreement by and among the Company, Parent and Qurate Retail (the “Reorganization Agreement Joinder Agreement”), pursuant to which Parent agrees to assume, effective at the closing of the Combination, the Company’s rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate Retail and the Company (the “Reorganization Agreement”).SIGNATURE

~~The~~Pursuant ~~foregoing~~to ~~descriptions of~~ the ~~Stockholders~~requirements ~~Agreement~~of ~~Termination Agreement,~~ the ~~Governance~~Securities ~~Agreement~~Exchange ~~Termination~~Act ~~Agreement,~~of ~~the Tax Sharing Agreement Joinder Agreement~~1934, the ~~Tax~~registrant ~~Sharing~~has ~~Agreement,~~duly ~~the~~caused ~~Transaction~~this ~~Agreement~~report ~~Assumption Agreement, the Reorganization Agreement Joinder Agreement and the Reorganization Agreement do not purport~~ to be ~~complete~~signed ~~and~~on ~~are~~its ~~subject~~behalf ~~to, and qualified in their entirety~~ by, the ~~applicable~~undersigned ~~agreements,~~hereunto ~~copies~~duly ~~of which are attached hereto as Exhibits 10~~authorized.~~4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10, respectively, and are incorporated herein by reference.~~

Item 2.01. Completion of Acquisition or Disposition of Assets.

	LIBERTY EXPEDIA HOLDINGS, INC.

	By:	/s/ Wade Haufschild
		Name: Wade Haufschild
		Title: Chief Financial Officer

Dated: June 5, 2019

~~The information set forth in Item 1.01 above is incorporated herein by reference.~~5

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.02 below is incorporated herein by reference.

In connection with the termination of the Diller Assignment and the Malone Proxy pursuant to Amendment No. 2 to Transaction Agreement, the term of office of each of the Series B Directors (as defined in the Company’s Restated Certificate of Incorporation (the “Charter”)) automatically terminated and the Series B Director Termination Time (as defined in the Charter) occurred at 11:25 p.m. New York City time on April 15, 2019. Additionally, the percentage required for the LEXPE Board to approve certain actions (such as adopting, amending or repealing the Company’s Bylaws) or whose approval is necessary to avoid the requirement of a supermajority vote, was reduced from 80% of the members of the entire LEXPE Board to 75%, and the requirement in certain cases that a Series B Director be a member of the LEXPE Board at the time of such approval was terminated.

Furthermore, the Charter provides that, following the Series B Director Termination Time:

· The total authorized directorships of the Company shall be automatically reduced by the number of Series B Director directorships and the LEXPE Board will become classified into three classes;

· the LEXPE Board will be comprised of at least three directors, with the exact number of directors to be fixed from time to time by the LEXPE Board;

· directors will be elected by the holders of the outstanding shares of LEXPE Common Stock, voting together as a single class and holders of Series A Common Stock of the Company will be entitled to one vote for each share of such stock held of record, and holders of Series B Common Stock of the Company will be entitled to ten votes for each share of such stock held of record on all matters in which they are entitled to vote, including election and removal of directors;

· certain limitations on the Company’s ability to issue shares of its Series B Common Stock, to change the number of directors constituting the LEXPE Board, to authorize certain mergers or consolidations of the Company and to sell, assign, transfer or convey the shares of Expedia Group Class B Common Stock held by the Company are no longer applicable;

· directors may only be removed from office only for cause upon the affirmative vote of the holders of at least a majority of the total voting power of the then outstanding shares of LEXPE Common Stock entitled to vote thereon, voting together as a single class; and

· vacancies on the LEXPE Board resulting from death, resignation, removal, disqualification or other cause and newly created directorships resulting from an increase in the number of directors on the LEXPE Board will be filled by the affirmative vote of a majority of the remaining directors then in office.

Item 5.01. Change in Control of Registrant.

(b)

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Series B Director Termination Time, (i) the term of Messrs. Hammond and von Furstenberg, who had been serving as Series B Directors of the LEXPE Board, automatically expired, (ii) the number of directors serving on the LEXPE Board was reduced to five directors, and (iii) the LEXPE Board was classified into three classes consisting of a number of directors equal to one-third of the then-authorized number of members of the LEXPE Board.

Effective April 15, 2019, the following directors were assigned to the classes set forth below to serve for the term prescribed in the Charter until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal:

· John C. Malone – Class III;

· Stephen M. Brett – Class I;

· Gregg L. Engles – Class II;

· Christopher W. Shean – Class III; and

· Scott W. Schoelzel – Class II.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name
2.1†		Agreement and Plan of Merger, dated as of April 15, 2019, by and among the Company, Parent, Merger LLC and Merger Sub.
10.1		Amendment No. 2 to Transaction Agreement, dated as of April 15, 2019, by and among the Company, Qurate Retail, Mr. Diller and the Malone Group.
10.2		Exchange Agreement, dated as of April 15, 2019, by and among the Company, Mr. Diller, the Family Foundation and Parent.
10.3		Voting Agreement, dated as of April 15, 2019, by and among the Malone Group and Parent.
10.4		Stockholders Agreement Termination Agreement, by and among Mr. Diller, the Company, LEXEB, LLC and LEXE Marginco, LLC, dated as of April 15, 2019.
10.5		Governance Agreement Termination Agreement by and among Mr. Diller, Expedia Group, the Company, LEXEB, LLC and LEXE Marginco, LLC, dated as of April 15, 2019.
10.6		Assumption and Joinder Agreement to Tax Sharing Agreement by and among Expedia Group, the Company and Qurate Retail, dated as of April 15, 2019.
10.7		Tax Sharing Agreement, by and between Liberty Interactive Corporation and the Company, dated as of November 4, 2016 (incorporated by reference to Exhibit 10.1 to Qurate Retail’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2016 (File No. 001-33982)).
10.8		Assumption Agreement Concerning Transaction Agreement Obligations by and among Expedia Group, the Company, Qurate Retail, Barry Diller and the Malone Group, dated as of April 15, 2019.
10.9		Assumption and Joinder Agreement to Reorganization Agreement by and among Expedia Group, the Company and Qurate Retail, dated as of April 15, 2019.
10.10		Reorganization Agreement by and between Liberty Interactive Corporation and the Company, dated as of October 26, 2016 (incorporated by reference to Exhibit 2.1 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the SEC on November 4, 2016 (File No. 333-210377)).
99.1		Joint Press Release, dated April 16, 2019.

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

Caution Regarding Forward-Looking Statements

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as “plan,” “target,” “goal,” “believes,” “intends,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import or future or conditional verbs such as will, may, might, should, would, could, or similar variations. Similarly, statements herein that describe the Combination, including its financial and operational impact, and other statements of the parties’ or management’s plans, expectations, objectives, projections, beliefs, intentions, goals, and statements about the benefits of the Combination, the expected timing of completion of the Combination, and other statements that are not historical facts are also forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Expedia Group or LEXPE stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the unpredictability of the commercial success of Expedia Group’s or LEXPE’s respective businesses or operations; risks related to Expedia Group’s or LEXPE’s acquisition and integration of acquired businesses; the effects of dispositions of businesses or assets; technological changes and other trends affecting the travel industry; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transactions; competitive responses to the transactions; the ability of the parties to consummate the Combination on a timely basis or at all and the satisfaction of the conditions precedent to consummation of the Combination, including, but not limited to, approval by LEXPE’s stockholders; the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the ability of LEXPE and Mr. Diller to consummate the initial exchange transaction; the ability of Expedia Group to implement its plans, forecasts and other expectations with respect to LEXPE’s business after the completion of the Combination and realize expected benefits; business disruption following the transaction; the Combination may not be completed on the timeframe expected or at all; diversion of management’s attention from ongoing business operations and opportunities; litigation relating to the transactions and the other risks and important factors contained and identified in Expedia Group’s and LEXPE’s filings with the SEC, such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements, the registration statement on Form S-4 to be filed by Expedia Group and the proxy statement of LEXPE with respect to the vote of its stockholders to approve the transactions (to be included as part of the Expedia Group registration statement on Form S-4). As a result of these and other risks, the Combination may not be completed on the timeframe expected or at all.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither LEXPE nor Expedia Group assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Additional Information

In connection with the Combination, Expedia Group will file a registration statement on Form S-4, which will include a document that serves as a prospectus of Expedia Group and a proxy statement of LEXPE (the “proxy statement/prospectus”), and each party will file other documents regarding the Combination with the SEC. The proposed Combination involving LEXPE and Expedia Group will be submitted to LEXPE’s stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SECURITY HOLDERS OF EXPEDIA GROUP AND LEXPE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE COMBINATION AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus will be sent to LEXPE stockholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from Expedia Group or LEXPE. The documents filed by Expedia Group with the SEC may be obtained free of charge at Expedia Group’s website at www.expediagroup.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Expedia Group by contacting Expedia Group’s Investor Relations department at (425) 679-3759. The documents filed by LEXPE with the SEC may be obtained free of charge at LEXPE’s website at www.libertyexpedia.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from LEXPE by requesting them by mail at Liberty Expedia Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone (844) 795-9468.

Participants in the Solicitation

Expedia Group and LEXPE and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the Combination. Information about Expedia Group’s directors and executive officers is available in Expedia Group’s proxy statement dated April 30, 2018, for its 2018 annual meeting of stockholders, and its Current Reports on Form 8-K filed with the SEC on June 22, 2018 and March 21, 2019. Information about LEXPE’s directors and executive officers is available in LEXPE’s proxy statement dated April 27, 2018, for its 2018 annual meeting of stockholders, and this Current Report on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Combination when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Expedia Group or LEXPE as indicated above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 16, 2019

LIBERTY EXPEDIA HOLDINGS, INC. By: /s/ Wade Haufschild Name: Wade Haufschild Title: Chief Financial Officer

Filing Compare · Liberty Expedia Holdings, Inc.