SEC FORM 4

SEC Form 4

FORM 4

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

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

1. Name and Address of Reporting Person^*

CHEUNG KONG HOLDINGS LTD

(Last)

(First)

(Middle)

7TH FLOOR, CHEUNG KONG CENTER

2 QUEEN'S ROAD CENTRAL

(Street)

HONG KONG

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	$0 ^{( 1 )}	02/02/2006		A			2,000	^{( 2 )}	^{( 2 )}	Common Stock	2,000	$0	2,000	I	By Dominic Kai Ming Lai ^{( 4 )}
Restricted Stock Unit (RSU)	$0 ^{( 1 )}	02/02/2006		A			2,000	^{( 3 )}	^{( 3 )}	Common Stock	2,000	$0	2,000	I	By Ian F. Wade ^{( 4 )}

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of Priceline common stock

2. Twenty-five percent (25%) of the total RSUs granted vest and become exercisable on the first, second, third and fourth anniversaries of the date of grant, respectively. Vesting accelerates upon certain conditions, including if Dominic Kai Ming Lai is not re-nominated for election to the Issuer's Board of Directors or if Dominic Kai Ming Lai retires.

3. Twenty-five percent (25%) of the total RSUs granted vest and become exercisable on the first, second, third and fourth anniversaries of the date of grant, respectively. Vesting accelerates upon certain conditions, including if Ian F. Wade is not re-nominated for election to the Issuer's Board of Directors or if Ian F. Wade retires.

4. Dominic Kai Ming Lai, a designee of Forthcoming Era Limited and Ultimate Pioneer Limited (both wholly owned by Hutchison Whampoa Limited ("HWL") to the Issuer's Board of Directors, and Ian F. Wade, a designee of Forthcoming Era Limited, each holds the RSUs for the account of the company/companies, as the case may be, he represents. Cheung Kong (Holdings) Limited ("Cheung Kong") owns 49.97% of the issued shares of HWL. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act, Cheung Kong disclaims beneficial ownership of the RSUs held by Dominic Kai Ming Lai and Ian F. Wade. The filing of this Form 4 shall not be deemed an admission that Cheung Kong is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of such RSUs.

	Edmond Tak Chuen Ip	02/06/2006
	** 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).
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