FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHARPLES BRIAN 		2. Issuer Name and Ticker or Trading Symbol

KAYAK Software Corp [ KYAK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KAYAK SOFTWARE CORPORATION, 55 NORTH WATER STREET, SUITE 1 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/22/2012
(Street)

NORWALK, CT 06854
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   12/22/2012     M    841   A   (1) 2482   D    
Class A Common Stock   12/22/2012     D    294   D $40.02   2188   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1) 12/22/2012     M         841      (2)   (2) Class A Common Stock   841   $0.00   3366   D    
Restricted Stock Unit     (1) 12/22/2012     A      4373         (3)   (3) Class A Common Stock   4373   $0.00   7739   D    

Explanation of Responses:
( 1)  Each restricted stock unit, once vested due to continued service as a director, represents a contingent right to receive one share of the Issuer's Class A Common Stock. Shares due upon vesting of the restricted stock units will be settled 65% in stock and 35% in cash.
( 2)  1,683 restricted stock units vested as of the grant date and the remainder vest in six equal installments, with the first such installment occurring on September 22, 2012 and each installment thereafter occurring on each three month anniversary of such first installment date. Settlement will occur on or as soon as practicable after each vesting date. Vested shares will be delivered to the reporting person promptly following their vesting date.
( 3)  On December 22, 2012, Mr. Sharples was awarded an additional restricted stock unit for an aggregate 4,373 shares. 547 restricted stock units shall vest in five equal installments, with the first such installment occurring on March 22, 2013 and each installment thereafter occurring on each three month anniversary of such first installment date. 546 restricted stock units shall vest on each of June 22, 2014, September 22, 2014 and December 22, 2014. Settlement will occur on or as soon as practicable after each vesting date. Vested shares will be delivered to the reporting person promptly following their vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHARPLES BRIAN
C/O KAYAK SOFTWARE CORPORATION
55 NORTH WATER STREET, SUITE 1
NORWALK, CT 06854 		X



Signatures
/s/ David Mason, Attorney-in-fact 12/26/2012
** Signature of Reporting Person Date


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).
** 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.
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.
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