UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5 28, 2019

LIBERTY EXPEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

12300 Liberty Boulevard

Englewood, Colorado 80112

(Address of principal executive offices) (Zip code)

(720) 875-5800

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Series A common stock	LEXEA	The Nasdaq Stock Market LLC
Series B common stock	LEXEB	The Nasdaq Stock Market LLC

Indicate by check mark 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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 13(a) of the Exchange Act. o

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

On April 15, 2019, Liberty Expedia Holdings, Inc. (the “Company” or “LEXPE”) entered into an Agreement and Plan of Merger, 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 Company, Expedia Group, Inc. (“Parent” or “Expedia Group”), 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”). The Merger Agreement provides 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 (ii) immediately following the Merger, the merger of LEXPE (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.

On June 5 28, 2019, ~~Liberty~~the ~~Expedia Holdings~~Company, ~~Inc.,~~ aParent ~~Delaware~~and ~~corporation~~certain (directors and former directors of the “Company” orreached ~~“LEXPE”),~~a ~~Expedia~~settlement ~~Group~~agreement with the plaintiff in Drulias v. Shean, ~~Inc~~ et al., apursuant ~~Delaware~~to ~~corporation~~which ~~(“Parent”~~that oraction ~~“Expedia~~was ~~Group”),~~voluntarily ~~LEMS~~dismissed Iwith ~~LLC,~~prejudice. aThe ~~Delaware~~action ~~limited~~had ~~liability~~been ~~company~~filed ~~and~~on May 23, 2019 by a ~~wholly~~purported ~~owned~~Company ~~subsidiary~~stockholder ofin ~~Parent~~the ~~(“Merger~~District ~~LLC”)~~Court of Arapahoe County, ~~and~~Colorado ~~LEMS~~under IIthe ~~Inc~~caption Drulias v. Shean, aet ~~Delaware~~al., ~~corporation~~Case No. 2019CV31209, and awas ~~wholly~~subsequently ~~owned~~removed ~~subsidiary~~to the United States District Court for the District of ~~Merger~~Colorado ~~LLC~~under ~~(“Merger~~the ~~Sub”)~~case number 1:19-cv-01505. The action alleged, ~~entered~~among ~~into~~other ~~Amendment~~things, ~~No. 1~~that (the ~~“Amendment”)~~preliminary toproxy statement filed by the ~~Agreement~~Company ~~and~~with ~~Plan~~the ofSecurities ~~Merger,~~and ~~dated~~Exchange asCommission ofon ~~April~~May 151, 2019, relating to the transactions contemplated by the Merger Agreement misstated and/or ~~among~~omitted material information. In connection with the ~~Company,~~settlement ~~Expedia~~agreement ~~Group,~~the ~~Merger~~plaintiff ~~LLC~~concluded that the claims in the lawsuit have been mooted and ~~Merger~~that ~~Sub~~no further changes to the definitive proxy statement filed on June 26, 2019 (the “~~Merger~~definitive ~~Agreement~~proxy statement”) are required nor is any defendant to this action admitting to any liability of any sort, which each adamantly denies.

~~The~~On ~~Amendment~~June 26, ~~revises~~2019, ~~the~~a ~~method~~purported ofshareholder ~~settlement~~brought ofan ~~specified~~action ~~LEXPE~~in ~~stock options (~~the ~~“Cash-Settled~~Delaware ~~Options”)~~Court inof ~~connection~~Chancery ~~with~~against ~~the~~Parent ~~Merger~~and ~~(as~~all ~~defined~~current inand ~~the~~one ~~Merger~~former ~~Agreement)~~member soof ~~that,~~Parent’s ~~upon~~board ~~completion~~ of ~~the~~directors ~~Merger,~~that aseeks ~~holder~~class ofaction ~~Cash-Settled~~status ~~Options~~on ~~will~~behalf ~~receive~~of ~~cash~~all ~~(without~~of ~~interest)~~Parent’s ~~(rather~~stockholders. The ~~than~~action, ~~shares~~captioned Teamsters ofUnion ~~Expedia~~Local ~~Group~~No. 142 ~~common~~Pension ~~stock~~Fund v. Barry Diller, ~~par~~et ~~value $0~~al.~~0001~~, ~~per~~Case ~~share~~No. 2019-0494-JTL (the “~~Expedia Group Common Stock~~Action”)), inalleges, ~~satisfaction~~among ofother ~~the~~things, ~~spread~~that ~~value of~~ the ~~Cash-Settled~~individual ~~Options,~~defendants ~~less~~wrongfully ~~applicable~~caused ~~tax~~Parent ~~withholdings. Each~~or LEXPE ~~stock option (whether or not vested) outstanding immediately prior~~ to ~~the~~enter ~~Merger~~into certain ~~other~~agreements ~~than~~with aMr. Diller, ~~Cash-Settled~~Parent’s ~~Option~~Executive ~~(the~~Chairman, ~~“Stock-Settled~~in ~~Options”)~~connection ~~will~~with ~~be canceled and converted into~~ the ~~right~~proposed toCombination. While ~~receive~~plaintiff ~~(without~~has ~~interest)~~not asought ~~number of shares of Expedia Group Common Stock equal~~ to ~~(x) 0.36~~block ~~multiplied by (y)~~ the ~~number~~closing of ~~shares~~the ~~covered~~Combination, bythe ~~such~~Action ~~LEXPE~~seeks ~~stock~~to ~~option~~undo ~~(after~~certain ~~deducting~~aspects ~~a number~~ of ~~shares~~those ~~sufficient~~agreements, toincluding ~~cover~~by ~~the~~seeking ~~option~~an ~~exercise~~order ~~price), less~~converting ~~applicable~~high ~~tax~~vote ~~withholdings,~~Class B ~~with~~common ~~the~~stock ~~number~~ of ~~shares of~~ Expedia Group ~~Common~~transferred ~~Stock~~ to beor ~~delivered~~acquired toby ~~each~~Mr. Diller ~~holder~~under ofthe ~~Stock-Settled~~terms ~~Options~~of ~~aggregated~~those ~~and~~agreements ~~rounded~~into uplow tovote ~~the~~common ~~next~~stock ~~whole share~~ of Expedia Group ~~Common Stock~~.

~~The~~Caution ~~Amendment~~Regarding ~~also~~Forward-Looking provides that each share of LEXPE Series A common stock and LEXPE Series B common stock (other than shares held by LEXPE as treasury stock or held directly by Expedia Group) will be converted into the right to receive a number of shares of Expedia Group Common Stock such that each holder of record of shares of LEXPE Series A common stock or LEXPE Series B common stock shall have the right to receive, in the aggregate, a number of shares of Expedia Group Common Stock equal to the product of the total number of shares of such series of LEXPE common stock held of record by such holder immediately prior to the Merger multiplied by an exchange ratio equal to 0.36, with such product rounded up to the next whole share of Expedia Group Common Stock (instead of providing that each holder of record 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).Statements

~~The~~This ~~Amendment~~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 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 ~~replaces~~forward-looking ~~Exhibits~~statements. BIt is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, Cor if any of them do, what impact they will have on the results of operations and Dfinancial 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 ~~Merger~~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, ~~comprising~~including those resulting from the ~~form~~announcement or completion of the ~~certificate~~transactions; competitive responses to the transactions; the ability of ~~merger~~the parties to consummate the proposed transaction on a timely basis or at all and ~~representation~~the ~~letters~~satisfaction ~~related~~of the conditions precedent to consummation of the ~~closing~~proposed ~~tax~~transaction, ~~opinions~~including, ~~with~~but ~~revised~~not ~~versions~~limited ~~reflecting~~to, approval by LEXPE’s stockholders; the ~~above-mentioned~~possibility ~~changes~~that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the ~~Merger~~ability ~~Agreement~~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 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;

~~Except as modified by the Amendment, the terms of the Merger Agreement in the form filed by the Company as Exhibit~~ 2~~.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on April 16, 2019 are unchanged.~~

~~The~~litigation ~~foregoing~~relating ~~description~~to of the ~~Amendment~~transactions ~~does~~and ~~not~~the ~~purport~~other torisks ~~be complete~~ and isimportant ~~subject~~factors ~~to,~~contained and ~~qualified~~identified in ~~its~~the ~~entirety~~registration statement on Form S-4 filed by Expedia Group or the definitive proxy statement, as well as in Expedia Group’s and LEXPE’s other filings with the ~~Amendment~~SEC, asuch ~~copy~~as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which iscould ~~attached~~cause ~~hereto~~actual results to differ materially from the forward-looking statements, the registration statement on Form S-4 filed by Expedia Group and the proxy statement of LEXPE with respect to the vote of its stockholders to approve the transactions (included as ~~Exhibit~~part of the Expedia Group registration statement on Form 2S-4).1 As a result of these and isother ~~incorporated~~risks, ~~herein~~the byproposed ~~reference~~transaction may not be completed on the timeframe expected or at all.

~~Item~~All 9forward-looking statements speak only as of the date they are made and are based on information available at that time.01 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. ~~Financial~~As ~~Statements~~forward-looking statements involve significant risks and ~~Exhibits~~uncertainties, caution should be exercised against placing undue reliance on such statements.

~~(d) Exhibits.~~Additional Information

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†

In connection with the proposed transaction, Expedia Group has filed a registration statement on Form S-4, which includes 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 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 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, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus has been sent to LEXPE stockholders. Investors and security holders may 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 SEC’s website at www.sec.gov, 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 charge at LEXPE’s website at www.libertyexpedia.com or at the SEC’s website at www.sec.gov, or 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 ~~Schedules~~in ~~have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of~~ the omitted schedules upon request by the U.S. Securities and Exchange Commission; 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.Solicitation

2Expedia 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 proposed transaction. 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 SEC on February 8, 2019, as amended on Form 10-K/A filed on April 29, 2019 and Expedia Group’s Current Report on Form 8-K, filed with the SEC on June 7, 2019. Information about LEXPE’s directors and executive officers is available in LEXPE’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 8, 2019, as amended on Form 10-K/A filed on April 30, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the 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.

~~Caution~~No ~~Regarding~~Offer ~~Forward-Looking~~or ~~Statements~~Solicitation

This communication ~~includes~~shall ~~forward-looking~~not ~~statements~~constitute ~~within~~an ~~the~~offer ~~meaning~~to ofsell 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 ~~proposed~~solicitation ~~transaction, including its financial and operational impact, and other statements~~ of ~~the~~an ~~parties’~~offer orto ~~management’s~~buy ~~plans,~~any ~~expectations~~securities, ~~objectives,~~nor ~~projections,~~shall ~~beliefs,~~there ~~intentions,~~be ~~goals,~~any ~~and~~sale ~~statements about the benefits~~ of ~~the~~securities ~~proposed~~in ~~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 uncertain whether~~ any ofjurisdiction ~~the~~in 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~~offer, ~~including,~~solicitation ~~but not limited to, the unpredictability of the commercial success of Expedia Group’s~~ or ~~LEXPE’s~~sale ~~respective~~would ~~businesses~~be orunlawful ~~operations;~~prior ~~risks related~~ to ~~Expedia~~registration ~~Group’s~~ or ~~LEXPE’s~~qualification ~~acquisition~~under ~~and integration of acquired businesses;~~ the ~~effects~~securities oflaws ~~dispositions~~ of ~~businesses~~any orsuch ~~assets;~~jurisdiction. ~~technological~~No ~~changes~~offering ~~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~~securities ~~transactions;~~shall ~~competitive~~be ~~responses~~made toexcept ~~the~~by ~~transactions;~~means ~~the ability~~ of ~~the parties to consummate the proposed transaction on~~ a ~~timely~~prospectus ~~basis~~meeting ~~or at all and~~ the ~~satisfaction~~requirements of the conditions 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 a result of unexpected factors or events; the ability of LEXPE and Mr.Section 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 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, as well as in Expedia Group’s and LEXPE’s other 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~~ U.S-4 filed by 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). AsSecurities aAct ~~result~~ of ~~these and other risks~~1933, ~~the~~as ~~proposed transaction may not be completed on the timeframe expected or at all~~amended.

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.3

~~Additional Information~~SIGNATURE

InPursuant ~~connection~~to ~~with~~ the ~~proposed~~requirements ~~transaction, Expedia Group has filed a registration statement on Form S-4, which includes a document that serves as a preliminary prospectus~~ of ~~Expedia~~the ~~Group~~Securities ~~and~~Exchange aAct ~~preliminary proxy statement~~ of ~~LEXPE (the “proxy statement/prospectus”)~~1934, ~~and each party will file other documents regarding~~ the ~~proposed~~registrant ~~transaction~~has ~~with~~duly ~~the~~caused ~~SEC. The~~this ~~proposed~~report ~~transaction 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, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus will be ~~sent~~signed toon ~~LEXPE~~its ~~stockholders. Investors~~behalf ~~and security holders may 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 ~~SEC’s~~undersigned ~~website~~hereunto atduly ~~www~~authorized.sec.gov, 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 charge at LEXPE’s website at www.libertyexpedia.com or at the SEC’s website at www.sec.gov, or 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.

3LIBERTY EXPEDIA HOLDINGS, INC. By: /s/ Wade Haufschild Name: Wade Haufschild Title: Chief Financial Officer

~~Participants~~Dated: inJuly ~~the~~15, ~~Solicitation~~2019

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 proposed transaction. 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 SEC on February 8, 2019, as amended on Form 10-K/A filed on April 29, 2019. Information about LEXPE’s directors and executive officers is available in LEXPE’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 8, 2019, as amended on Form 10-K/A filed on April 30, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the 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.4

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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIBERTY EXPEDIA HOLDINGS, INC.
	By:	/s/ Wade Haufschild
		Name: Wade Haufschild
		Title: Chief Financial Officer
Dated: June 5, 2019

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