Amended Statement of Ownership (sc 13g/a)
14 Febbraio 2023 - 01:08PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 2)* |
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Expedia Group, Inc.
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(Name of Issuer) |
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Common Stock, $0.0001 par value
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(Title of Class of Securities) |
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30212P303
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(CUSIP Number) |
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed: |
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x |
Rule 13d-1(b) |
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¨ |
Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 7 Pages) |
______________________________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
| CUSIP No. 30212P303 |
13G/A |
Page
2
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
D1 Capital Partners L.P.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
3,144,400
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
3,144,400
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,144,400
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
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12 |
TYPE OF
REPORTING PERSON
PN, IA
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| CUSIP No. 30212P303 |
13G/A |
Page
3
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
Daniel Sundheim
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
3,144,400
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
3,144,400
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,144,400
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
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12 |
TYPE OF
REPORTING PERSON
IN, HC
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| CUSIP No. 30212P303 |
13G/A |
Page
4
of 7 Pages |
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Item 1(a). |
Name of Issuer. |
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Expedia Group, Inc. (the "Issuer") |
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Item 1(b). |
Address of Issuer's Principal Executive Offices. |
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1111
Expedia Group Way W.
Seattle, WA 98119
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Item 2(a). |
Name of Person Filing. |
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This statement is filed by D1 Capital Partners L.P. (the
"Investment Manager") and Daniel Sundheim (the "Mr.
Sundheim"). The foregoing persons are hereinafter
sometimes referred to as the "Reporting Persons." |
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The Investment Manager is a registered investment adviser and
serves as the investment manager of private investment vehicles and
accounts, including D1 Capital Partners Master LP (the
"Investment Vehicle"), and may be deemed to beneficially own
the shares of Common Stock held by the Investment Vehicle and/or
its subsidiary. Mr. Sundheim indirectly controls the Investment
Manager and may be deemed to beneficially own the shares of Common
Stock held by the Investment Vehicle and/or its subsidiary. |
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The filing of this statement should not be construed as an
admission that any Reporting Person is, for the purposes of Section
13 of the Securities Exchange Act of 1934, as amended, the
beneficial owner of the securities reported herein. |
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Item 2(b). |
Address of Principal Business Office. |
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D1 Capital Partners L.P.
9
West 57th Street, 36th Floor
New
York, New York 10019
Daniel Sundheim
c/o
D1 Capital Partners L.P.
9
West 57th Street, 36th Floor
New
York, New York 10019
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Item 2(c). |
Place of Organization. |
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Investment Manager – Delaware
Mr.
Sundheim – United States of America
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Item 2(d). |
Title of Class of Securities. |
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Common stock, $0.0001 par value (the "Common Stock") |
| CUSIP No. 30212P303 |
13G/A |
Page
5
of 7 Pages |
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Item 2(e). |
CUSIP Number. |
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30212P303 |
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Item 3. |
If this Statement is Filed Pursuant to §§ 240.13d-1(b) or
240.13d-2(b), or (c), check whether the Person Filing is
a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
x |
An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g) |
x |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h) |
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A
savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
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(i) |
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A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j) |
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A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in
accordance with §240.13d-1(b)(1)(ii)(K). |
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If filing as a
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please |
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specify the type of institution: |
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| Item
4. |
Ownership. |
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The
information required by Items 4(a) – (c) is set forth in
Rows (5) – (11) of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting
Person. |
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The
percentages set forth herein are calculated based upon 150,567,424
shares of Common Stock outstanding as of October 21, 2022 as
reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2022, filed with the
Securities and Exchange Commission on November 4, 2022. |
| CUSIP No. 30212P303 |
13G/A |
Page
6
of 7 Pages |
| Item
5. |
Ownership of Five Percent or Less of a Class. |
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If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: x. |
| Item
6. |
Ownership of More Than Five Percent on Behalf of Another
Person. |
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The Investment Vehicle (and/or its subsidiary) has the right to
receive and the power to direct the receipt of dividends from, and
the proceeds from the sale of, the shares of Common Stock reported
herein. |
| Item
7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person. |
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Not
applicable. |
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8. |
Identification and Classification of Members of the
Group. |
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Not
applicable. |
| Item
9. |
Notice
of Dissolution of Group. |
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Not
applicable. |
| Item
10. |
Certification. |
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By signing below each Reporting Person certifies that, to the best
of his or its knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and were not acquired for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. |
| CUSIP No. 30212P303 |
13G/A |
Page
7
of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
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Date: February 14, 2023 |
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D1 Capital Partners L.P. |
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By: |
/s/ Amanda Hector |
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Name: Amanda Hector |
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Title: General Counsel and Chief Compliance
Officer |
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/s/ Daniel
Sundheim |
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DANIEL SUNDHEIM |
Grafico Azioni Expedia (NASDAQ:EXPE)
Storico
Da Mag 2023 a Giu 2023
Grafico Azioni Expedia (NASDAQ:EXPE)
Storico
Da Giu 2022 a Giu 2023
