Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

Hoag Jay C.

2. Issuer Name and Ticker or Trading Symbol
Expedia, Inc. (EXPE)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                   X 10% Owner
    Officer (give title below)          Other (specify below)

Filing as 13(d) group owning more than 10%, however 13(d) group status is hereby disclaimed

(Last)      (First)     (Middle)

c/o Technology Crossover Ventures
528 Ramona Street

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
February 7, 2003

(Street)

Palo Alto, CA 94301

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock(1)

2/7/03

 

A

 

2,000

A

 

2,000

D

 

Common Stock

 

 

 

 

 

 

 

2,645

I

TCV III (GP) (2)

Common Stock

 

 

 

 

 

 

 

12,564

I

TCV III, L.P. (2)

Common Stock

 

 

 

 

 

 

 

333,922

I

TCV III (Q), L.P. (2)

Common Stock

 

 

 

 

 

 

 

15,122

I

TCV III Strategic Partners, L.P. (2)

Common Stock

 

 

 

 

 

 

 

2,541,788

I

TCV IV, L.P. (2)

Common Stock

 

 

 

 

 

 

 

94,778

 

TCV IV Strategic Partners, L.P.(2)

Common Stock

 

 

 

 

 

 

 

3,719

I

The Hoag Family Trust U/A Dtd 8/2/94 (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Option (Right to Buy)

$63.20

2/7/03

 

A

V

5,000

 

 (4)

2/7/13

Common Stock

5,000

 

5,000

D

 

Explanation of Responses:

(1) This stock was issued under the 2001 Stock Plan of the Issuer. This grant is subject to a right of repurchase that laspes over time.
(2) Reporting person is a managing member of Technology Crossover Management III, L.L.C. ("TCM III") which the general partner of Limited Partnerships III. Reporting person is also a managing member of Technology Crossover Management IV, L.L.C. ("TCM IV") which is the general partner of the Limited Partnerships IV. Reporting person, TCM III and TCM IV may be deemed to own the shares held by the Limited Partnerships III and Limited Partnerships IV but reporting person, TCM III and TCM IV disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(3) Reporting person is a trustee of The Hoag Family Trust U/A Dtd 8/2/94.
(4) This option will vest 1/4th on 2/7/04 and 1/48th at the end of each one month period following 2/7/04 (3/7/04, 4/7/04...) and ending on 2/7/07.

  By: /s/ Carla S. Newell
             Carla S. Newell, Authorized Signatory for Jay C. Hoag
**Signature of Reporting Person
2/11/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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