DAVID I. GOULDEN - 02 Mar 2023 Form 4 Insider Report for Booking Holdings Inc. (BKNG)

Role: CHIEF FINANCIAL OFFICER
Signature: /s/ David I Goulden
Issuer symbol: BKNG
Transactions as of: 02 Mar 2023
Net transactions value: -$20,690,678
Form type: 4
Filing time: 06 Mar 2023, 15:20:12 UTC
Previous filing: 17 Feb 2023
Next filing: 17 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BKNG	Common Stock	Award	$0	+9,972	+226%	$0.000000	14,391	02 Mar 2023	Direct	F1
transaction	BKNG	Common Stock	Award	$0	+6,300	+44%	$0.000000	20,691	02 Mar 2023	Direct	F2
transaction	BKNG	Common Stock	Award	$0	+1,649	+8%	$0.000000	22,340	02 Mar 2023	Direct	F3
transaction	BKNG	Common Stock	Award	$0	+669	+3%	$0.000000	23,009	02 Mar 2023	Direct	F4
transaction	BKNG	Common Stock	Award	$0	+446	+1.9%	$0.000000	23,455	02 Mar 2023	Direct	F5
transaction	BKNG	Common Stock	Tax liability	$19,763,057	-7,542	-32%	$2620.40	15,913	04 Mar 2023	Direct	F6
transaction	BKNG	Common Stock	Tax liability	$927,622	-354	-2.2%	$2620.40	15,559	04 Mar 2023	Direct	F7
transaction	BKNG	Common Stock	Award	$0	+1,145	+7.4%	$0.000000	16,704	04 Mar 2023	Direct	F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the vesting of performance share units pursuant to their terms.
F2	Represents the vesting of performance share units pursuant to their terms.
F3	Represents number of shares of common stock underlying a performance share unit award that was granted on March 4, 2021, for which the performance goals have been achieved, and are expected to vest on March 4, 2024 subject to continued service. The number of shares reflects the potential negative impact of the rTSR modifier at the end of the performance period.
F4	Represents number of shares of common stock underlying a performance share unit award that was granted on March 4, 2022, for which the performance goals have been achieved, and are expected to vest on March 4, 2024 subject to continued service. The number of shares reflects the potential negative impact of the rTSR modifier and the effect of the TSR governor at the end of the performance period.
F5	Represents number of shares of common stock underlying a performance share unit award that was granted on March 4, 2022, for which the performance goals have been achieved, and are expected to vest on March 4, 2025 subject to continued service. The number of shares reflects the potential negative impact of the rTSR modifier and the effect of the TSR governor at the end of the performance period.
F6	On March 4, 2023, 7,542 shares were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units.
F7	On March 4, 2023, 354 shares were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units.
F8	Represents a grant of restricted stock units. Subject to continued service, the shares will vest in installments between the grant date and March 4, 2026, or earlier, upon the occurrence of certain events specified in the reporting person's restricted stock unit award agreement.