Statement of Changes of Beneficial Ownership


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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tazon Jose A
2. Issuer Name and Ticker or Trading Symbol

Expedia, Inc. [ EXPE ]
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 EXPEDIA, INC., 333 - 108TH AVENUE N.E.
3. Date of Earliest Transaction (MM/DD/YYYY)

3/30/2012
(Street)

BELLEVUE, WA 98004
(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
Common Stock   6/1/2012     M    3046.0000   A $0.0000   9522.0000   (1) D    
Common Stock   6/1/2012     F    183.0000   D $45.8900   9339.0000   D    
Common Stock   6/2/2012     M    5070.0000   A $0.0000   14409.0000   D    
Common Stock   6/2/2012     F    305.0000   D $44.6500   14104.0000   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
Stock Units     (2) 3/30/2012     A      10.3400   (3)        (4)   (4) Common Stock   10.3400   $0.0000   3851.5150   D    
Restricted Stock Units   (5) $0.0000   6/1/2012     M         3046.0000    6/1/2012   (6) 6/1/2014   Common Stock   3046.0000   $0.0000   6094.0000   D    
Restricted Stock Units   $0.0000   6/1/2012     A      5447.0000       6/1/2013   (7) 6/1/2015   Common Stock   5447.0000   $0.0000   5447.0000   D    
Restricted Stock Units   (5) $0.0000   6/2/2012     M         5070.0000    6/2/2010   (6) 6/2/2012   Common Stock   5070.0000   $0.0000   0.0000   D    
Restricted Stock Units   (5) $0.0000                    6/8/2011   (6) 6/8/2013   Common Stock   8865.0000     8865.0000   D    

Explanation of Responses:
( 1)  Includes shares of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), received in connection with the spin-off of TripAdvisor, Inc. ("TripAdvisor") by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split") was effected by way of a reclassification, pursuant to which each share of Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of New Expedia Common Stock and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock").
( 2)  Stock units are convertible into common stock on a 1-for-1 basis.
( 3)  Represents stock units accrued under the Expedia, Inc. Non-Employee Director Deferred Compensation Plan in connection with a dividend paid by Expedia, Inc. during the quarter ended March 31, 2012.
( 4)  Stock units under the Expedia, Inc. Non-Employee Director Deferred Compensation Plan are to be settled in shares of common stock of Expedia, Inc. after the reporting person's termination of services as a director.
( 5)  In connection with the Spin-Off, the reporting person's restricted stock units ("RSUs") for Old Expedia Common Stock converted into RSUs for New Expedia Common Stock, with adjustments to the number of shares subject to each RSU based on (1) the value of Expedia common stock prior to the Spin-Off and Reverse Stock Split and (2) the value of the common stock of Expedia after giving effect to the Spin-Off and the Reverse Stock Split.
( 6)  Other than the adjustments described above, RSUs for New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same vesting periods, as his RSUs for Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. One-third of the total number of RSUs vest on the first anniversary, or the following June 1 for grants beginning with the 12/6/11 grant, and an additional one-third each anniversary thereafter until the RSUs are fully vested.
( 7)  Date at which first vesting occurs is indicated. One-third of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-third on each anniversary thereafter until the RSUs are fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tazon Jose A
C/O EXPEDIA, INC.
333 - 108TH AVENUE N.E.
BELLEVUE, WA 98004
X



Signatures
/s/ Michael S. Marron, Attorney-in-fact 6/5/2012
** 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).
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