UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~June 28~~July 26, 2019

LIBERTY EXPEDIA HOLDINGS, INC.

(LEMS I LLC as successor by merger to Liberty Expedia Holdings, Inc.)

(Exact name of registrant as specified in its charter)

Delaware	001-37938	~~001~~20-~~37938~~2705720		~~81-1838757~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)		~~(I.R.S. Employer Identification No.)~~

~~12300~~333 ~~Liberty~~108th ~~Boulevard~~Avenue NE

~~Englewood~~Bellevue, ~~Colorado~~WA ~~80112~~98004

(Address of principal executive offices) (Zip code)

(~~720~~425) ~~875~~679-~~5800~~7200

Registrant’s telephone number, including area code

~~Not~~Liberty ~~Applicable~~Expedia Holdings, Inc.

12300 Liberty Boulevard

Englewood, Colorado 80112

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Series A common stock	LEXEA	The Nasdaq Stock Market LLC
Series B common stock	LEXEB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

~~Item 8.01. Other Events~~Introduction

On ~~April 15~~July 26, 2019, ~~Liberty~~pursuant ~~Expedia~~to ~~Holdings, Inc.~~that ~~(the~~certain ~~“Company”~~Agreement orand ~~“LEXPE”)~~Plan ~~entered~~of ~~into~~Merger, andated ~~Agreement~~as ~~and~~of ~~Plan~~April of15, ~~Merger~~2019, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019 (as amended, the “Merger Agreement”), by and among Liberty Expedia Holdings, Inc. (the “Company” or “LEXPE”), Expedia Group, Inc. (“Parent” or “Expedia Group”), LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger LLC”), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Sub”)~~. The Merger Agreement provides for~~, ~~among other things and subject to the satisfaction or waiver of certain specified conditions set forth therein, (i) the merger of~~ Merger Sub merged with and into LEXPE (the “Merger”), with LEXPE surviving the Merger as a wholly owned subsidiary of Merger LLC (the “Surviving Corporation”), and ~~(ii)~~ immediately following the Merger, ~~the merger of~~ LEXPE (as the ~~surviving~~Surviving ~~corporation in the Merger~~Corporation) merged with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Parent (the “Surviving Company”).

OnThe ~~June 28,~~descriptions ~~2019, the Company, Parent and certain directors and former directors~~ of the ~~Company~~Merger ~~reached~~Agreement ain ~~settlement~~this ~~agreement~~Current ~~with~~Report ~~the~~on ~~plaintiff~~Form in8-K ~~Drulias~~do v.not ~~Shean,~~purport ~~et al., pursuant~~ to ~~which~~be ~~that~~complete ~~action~~and ~~was~~are ~~voluntarily~~subject ~~dismissed with prejudice. The action had been filed on May 23~~to, ~~2019~~and byqualified ~~a purported Company stockholder~~ in ~~the~~their ~~District~~entirety ~~Court~~by ofreference ~~Arapahoe~~to ~~County, Colorado under~~ the ~~caption~~Merger ~~Drulias~~Agreement v.and ~~Shean,~~Amendment ~~et al., Case~~ No. ~~2019CV31209,~~ ~~and~~1 ~~was subsequently removed~~ to ~~the~~Agreement ~~United~~and ~~States~~Plan ~~District~~of ~~Court~~Merger, copies ~~for the District~~ of ~~Colorado~~which ~~under~~were ~~the~~attached ~~case~~as ~~number~~Exhibit ~~1:19-cv-01505~~2. ~~The~~1 ~~action~~to ~~alleged,~~the ~~among~~Current ~~other~~Report ~~things,~~on ~~that~~Form ~~the~~8-K ~~preliminary proxy statement~~ filed by the Company ~~with the Securities and Exchange Commission~~ on ~~May 1~~April 16, 2019, ~~relating to the transactions contemplated by the Merger Agreement misstated~~ and~~/or~~ ~~omitted~~Exhibit ~~material information~~2. In1 ~~connection~~to ~~with~~ the ~~settlement~~Current ~~agreement~~Report ~~the~~on ~~plaintiff~~Form ~~concluded~~8-K ~~that~~filed ~~the~~by ~~claims in~~ the ~~lawsuit~~Company ~~have been mooted and that no further changes to the definitive proxy statement filed~~ on June 265, 2019, ~~(the~~respectively, ~~“definitive~~and ~~proxy~~which ~~statement”)~~ are ~~required~~incorporated herein ~~nor~~by ~~is any defendant to this action admitting to any liability of any sort, which each adamantly denies~~reference.

OnItem June 26, 2019, a purported shareholder brought an action in the Delaware Court of Chancery against Parent and all current and one former member of Parent’s board of directors that seeks class action status on behalf of all of Parent’s stockholders2. ~~The action, captioned Teamsters Union Local No~~01. ~~142~~ ~~Pension~~Completion Fund v. Barry Diller, et al., Case No. 2019-0494-JTL (the “Action”), alleges, among other things, that the individual defendants wrongfully caused Parent or LEXPE to enter into certain agreements with Mr. Diller, Parent’s Executive Chairman, in connection with the proposed Combination. While plaintiff has not sought to block the closing of ~~the~~Acquisition ~~Combination, the Action seeks to undo certain aspects of those agreements, including by seeking an order converting high vote Class B common stock of Expedia Group transferred to~~ or ~~acquired~~Disposition ~~by Mr. Diller under the terms~~ of ~~those agreements into low vote common stock of Expedia Group.~~Assets

~~Caution~~The ~~Regarding~~information ~~Forward~~provided in the Introduction section of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated by reference herein.

~~This~~At ~~communication includes forward-looking statements within~~ the ~~meaning~~effective oftime ~~Section 27A~~ of the ~~Securities~~Merger ~~Act of 1933 and Section 21E of~~ (the ~~Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as~~ “~~plan,”~~Effective ~~“target,~~Time” ~~“goal~~),~~” “believes,”~~ ~~“intends,”~~pursuant ~~“expects,”~~to ~~“anticipates,”~~the ~~“foresees,”~~Merger ~~“forecasts~~Agreement,” ~~“estimates”~~each orshare ~~other words or phrases~~ of ~~similar~~Series ~~import~~A orcommon ~~future or conditional verbs such as will~~stock, ~~may,~~par ~~might,~~value ~~should, would, could, or similar variations~~$0.01 ~~Similarly,~~per ~~statements herein that describe the proposed transaction~~share, ~~including~~of ~~its~~LEXPE ~~financial~~ and ~~operational~~Series ~~impact,~~B ~~and~~common ~~other statements of the parties’ or management’s plans~~stock, ~~expectations,~~par ~~objectives,~~value ~~projections,~~$0.01 ~~beliefs,~~per ~~intentions~~share, ~~goals, and statements about the benefits~~ of ~~the~~LEXPE ~~proposed transaction~~(together, the ~~expected~~“LEXPE ~~timing~~Common ofStock”) ~~completion~~(except offor ~~the~~shares ~~proposed~~held ~~transaction,~~by ~~and~~LEXPE ~~other~~as ~~statements~~treasury ~~that~~stock ~~are~~or ~~not~~held ~~historical~~directly ~~facts~~by ~~are~~Expedia ~~also~~Group) ~~forward-looking~~was ~~statements.~~automatically Itconverted isinto ~~uncertain whether any of~~ the ~~events~~right ~~anticipated~~to byreceive ~~the~~a ~~forward-looking~~number ~~statements~~of ~~will~~shares ~~transpire~~of ~~or occur~~common stock, orpar ifvalue ~~any~~$0.0001 ofper ~~them do~~share, ~~what impact they will have on the results~~ of ~~operations~~Expedia ~~and~~Group ~~financial condition of~~ (the ~~combined companies or the price of~~ “Expedia Group orCommon ~~LEXPE~~Stock”) ~~stock.~~such ~~These~~that ~~forward-looking~~each ~~statements~~holder ~~involve~~of ~~certain~~record ~~risks~~of ~~and~~shares ~~uncertainties, many~~ of ~~which~~LEXPE ~~are~~Common ~~beyond~~Stock has the ~~parties’~~right ~~control, that could cause actual results~~ to ~~differ~~receive, ~~materially from those indicated~~ in ~~such~~the ~~forward-looking statements~~aggregate, ~~including,~~a ~~but~~number ~~not limited to, the unpredictability~~ of ~~the~~shares ~~commercial success~~ of Expedia Group’s orCommon Stock ~~LEXPE’s~~equal ~~respective businesses or operations; risks related~~ to ~~Expedia~~the ~~Group’s~~product ~~or LEXPE’s acquisition and integration~~ of ~~acquired businesses;~~ the ~~effects~~total number of ~~dispositions~~shares of ~~businesses~~such orseries ~~assets;~~of ~~technological~~LEXPE ~~changes~~Common ~~and~~Stock ~~other~~held ~~trends~~of ~~affecting~~record ~~the~~by ~~travel~~such ~~industry;~~holder ~~potential~~immediately ~~adverse~~prior ~~reactions or changes~~ to ~~business or employee relationships, including those resulting from~~ the ~~announcement~~Merger ormultiplied ~~completion~~by ofan ~~the~~exchange ~~transactions;~~ratio ~~competitive~~equal ~~responses~~ to ~~the~~0.36, ~~transactions;~~with ~~the~~such product ~~ability~~rounded ofup ~~the parties~~ to ~~consummate~~ the ~~proposed~~next ~~transaction~~whole onshare aof ~~timely~~Expedia ~~basis~~Group orCommon atStock ~~all and~~ (the ~~satisfaction~~“Merger ofConsideration”). ~~the~~Each ~~conditions~~share ~~precedent to consummation~~ of ~~the~~LEXPE ~~proposed~~Common ~~transaction,~~Stock ~~including,~~held ~~but not limited to, approval~~ by LEXPE’s ~~stockholders; the possibility that the transactions may be more expensive to complete than anticipated, including~~ as atreasury ~~result~~stock ~~of unexpected factors~~ or ~~events;~~held ~~the~~directly ~~ability~~by ofParent ~~LEXPE~~immediately ~~and~~prior ~~Mr. Diller~~ to ~~consummate~~ the ~~initial~~Effective Time ~~exchange~~was ~~transaction;~~cancelled ~~the ability of Expedia Group to implement its plans, forecasts~~ and ~~other~~no ~~expectations~~securities ~~with respect to LEXPE’s business after the completion~~ of ~~the~~Parent ~~proposed~~or ~~transaction~~other ~~and~~consideration ~~realize~~was ~~expected~~delivered ~~benefits;~~in ~~business~~exchange ~~disruption~~therefor. ~~following~~LEXPE ~~the~~stockholders ~~transaction;~~have ~~the~~no ~~proposed~~appraisal ~~transaction~~rights ~~may~~in ~~not~~connection bewith ~~completed on~~ the ~~timeframe expected or at all; diversion of management’s attention from ongoing business operations and opportunities;~~Combination.

The foregoing description of the Combination and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibits 2.1 and 2.2 hereto and incorporated herein by reference.

~~litigation~~Item ~~relating~~3.01. toNotice ~~the~~of ~~transactions~~Delisting ~~and the other risks and important factors contained and identified in the registration statement on Form S-4 filed by Expedia Group~~ or ~~the~~Failure definitive proxy statement, as well as in Expedia Group’s and LEXPE’s other filings with the SEC, such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to ~~differ~~Satisfy ~~materially~~a ~~from~~Continued ~~the~~Listing ~~forward-looking~~Rule ~~statements,~~or ~~the~~Standard; ~~registration~~Transfer ~~statement on Form S-4 filed by Expedia Group and the proxy statement~~ of LEXPE with respect to the vote of its stockholders to approve the transactions (included as part of the Expedia Group registration statement on Form S-4). As a result of these and other risks, the proposed transaction may not be completed on the timeframe expected or at all.Listing

~~All~~In ~~forward-looking~~connection ~~statements~~with ~~speak~~the ~~only~~completion as of the ~~date~~Combination, ~~they~~LEXPE ~~are~~notified ~~made~~the ~~and~~NASDAQ ~~are~~Stock ~~based~~Market LLC (“NASDAQ”) of its intent to remove the LEXPE Common Stock from listing on ~~information~~NASDAQ ~~available~~and atrequested that ~~time.~~NASDAQ ~~Neither~~file ~~LEXPE~~a ~~nor~~notice ~~Expedia~~of ~~Group~~removal ~~assumes~~from listing ~~any~~on ~~obligation~~Form to25 ~~update~~with ~~forward-looking~~the ~~statements~~Securities and Exchange Commission (the “SEC”) to ~~reflect~~delist ~~circumstances~~and orderegister ~~events~~such ~~that~~securities ~~occur~~under ~~after~~Section 12(b) the ~~date~~Securities Exchange Act of 1934, as amended (the ~~forward-looking~~“Exchange ~~statements~~Act”). ~~were~~The ~~made~~Surviving orCompany intends to ~~reflect~~file with the ~~occurrence~~SEC ofa ~~unanticipated~~certification ~~events~~on ~~except~~Form as15, ~~required~~requesting bythe ~~federal~~termination ~~securities~~of ~~laws.~~registration Asof ~~forward-looking~~the ~~statements~~LEXPE ~~involve~~Common ~~significant~~Stock ~~risks~~under Section 12(g) of the Exchange Act and ~~uncertainties,~~the ~~caution~~suspension ~~should~~of beLEXPE’s ~~exercised~~reporting ~~against~~obligations ~~placing~~under ~~undue~~Sections ~~reliance~~13 onand ~~such~~15(d) ~~statements~~of the Exchange Act.

~~Additional~~Item ~~Information~~3.03. Material Modifications to Rights of Security Holders

InPursuant ~~connection~~to ~~with~~ the ~~proposed~~Merger ~~transaction~~Agreement, ~~Expedia~~at ~~Group~~the ~~has~~Effective ~~filed~~Time, aall ~~registration statement on Form S~~then-4,outstanding ~~which~~stock ~~includes~~options awith ~~document~~respect ~~that~~to ~~serves~~shares ~~as a prospectus~~ of ~~Expedia~~LEXPE ~~Group~~Common ~~and~~Stock ~~a proxy statement of LEXPE~~ (~~the~~ “~~proxy~~LEXPE ~~statement/prospectus~~Stock Option”), ~~and~~specified ~~each~~on ~~party~~a ~~will~~schedule ~~file~~to ~~other documents regarding~~ the ~~proposed~~Merger ~~transaction~~Agreement ~~with~~were ~~the~~accelerated ~~SEC. The proposed transaction involving LEXPE~~ and ~~Expedia~~converted into ~~Group~~the ~~will~~right ~~be submitted~~ to ~~LEXPE’s~~receive ~~stockholders~~cash ~~for~~(without ~~their~~interest) ~~consideration.~~in ~~This communication does not constitute~~ an ~~offer~~amount equal to ~~sell or~~ the ~~solicitation~~product of an(1) ~~offer~~the toexcess ~~buy~~(if any) ~~securities or a solicitation~~ of ~~any~~the ~~vote~~per orshare ~~approval.~~cash ~~INVESTORS~~equivalent ~~AND~~consideration ~~SECURITY~~(calculated ~~HOLDERS~~by OFmultiplying ~~EXPEDIA~~the ~~GROUP~~exchange ~~AND~~ratio ~~LEXPE~~by ~~ARE~~the ~~URGED~~volume TOweighted ~~READ~~average ~~THE~~closing ~~REGISTRATION~~price of ~~STATEMENT~~one ~~AND~~share ~~THE~~of ~~PROXY~~Expedia ~~STATEMENT/PROSPECTUS~~Group ~~REGARDING~~Common ~~THE~~Stock ~~COMBINATION~~as ~~AND~~reported ~~OTHER~~on ~~RELEVANT~~NASDAQ ~~DOCUMENTS~~for ~~FILED~~the ~~WITH~~ten ~~THE~~consecutive ~~SEC,~~trading ASdays ~~WELL~~ending ASon ~~ANY~~the ~~AMENDMENTS~~trading ORday ~~SUPPLEMENTS~~immediately TOpreceding ~~THOSE~~the ~~DOCUMENTS,~~Effective ~~BECAUSE~~Time) ~~THEY~~over ~~CONTAIN~~the ~~IMPORTANT~~per ~~INFORMATION.~~share ~~The~~exercise ~~proxy~~price ~~statement/prospectus has been sent to LEXPE stockholders. Investors and security holders may obtain these documents free~~ of ~~charge~~such ~~from the SEC’s website or from Expedia Group or~~ LEXPE. ~~The~~Stock ~~documents filed by Expedia Group may be obtained free of charge at Expedia Group’s website at www.expediagroup.com or at the SEC’s website at www.sec.gov~~Option, ormultiplied ~~from Expedia Group~~ by ~~contacting Expedia Group’s Investor Relations department at~~ (~~425~~2) the ~~679-3759.~~number ~~The~~of ~~documents~~shares ~~filed~~of by LEXPE ~~may~~Common beStock ~~obtained~~subject ~~free~~to ofsuch ~~charge at~~ LEXPE’s ~~website~~Stock atOption ~~www.libertyexpedia.com~~immediately orprior atto the ~~SEC’s~~Effective ~~website at www.sec.gov~~Time, orless ~~from~~applicable ~~LEXPE~~tax ~~by requesting them by mail at Liberty Expedia Holdings, Inc~~withholdings.~~, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone (844) 795-9468.~~

~~Participants in the Solicitation~~2

~~Expedia~~Pursuant ~~Group~~to ~~and~~the ~~LEXPE~~Merger ~~and~~Agreement, ~~their~~at ~~respective~~the ~~directors~~Effective ~~and~~Time, ~~executive~~all ~~officers~~then-outstanding ~~and~~LEXPE ~~other~~Stock ~~members~~Options of(other ~~management~~than ~~and~~those ~~employees~~specified ~~may~~on bea ~~deemed~~schedule to ~~be participants in~~ the ~~solicitation~~Merger ofAgreement) ~~proxies~~were inaccelerated ~~respect of the proposed transaction. Information about Expedia Group’s directors~~ and ~~executive~~converted ~~officers~~into ~~is available in Expedia Group’s Annual Report on Form 10-K for~~ the ~~year~~right ~~ended~~to ~~December 31,~~receive ~~2018,~~a ~~filed~~number ~~with~~of ~~the~~shares ~~SEC on February 8, 2019, as amended on Form 10-K/A filed on April 29, 2019 and~~ of Expedia Group’s ~~Current~~Common ~~Report~~Stock onequal ~~Form 8-K,~~to ~~filed~~(x) ~~with the SEC on June 7, 2019~~0.36 ~~Information~~multiplied ~~about~~by ~~LEXPE’s~~(y) ~~directors~~the ~~and~~number ~~executive~~of ~~officers~~shares iscovered ~~available~~by insuch LEXPE’s ~~Annual~~Stock ~~Report~~Options on(after ~~Form 10-K~~deducting ~~for~~a ~~the~~number ~~year~~of ~~ended~~shares ~~December 31,~~sufficient ~~2018,~~to ~~filed~~cover ~~with~~ the ~~SEC~~aggregate onoption ~~February 8,~~exercise ~~2019~~price), asless ~~amended~~applicable ontax ~~Form 10-K/A filed on April 30~~withholdings, with ~~2019. Other information regarding~~ the ~~participants~~number ~~in the proxy solicitation and a description~~ of ~~their~~shares ~~direct~~to ~~and~~be ~~indirect~~delivered ~~interests,~~to byeach ~~security~~holder ~~holdings~~of orLEXPE ~~otherwise,~~Stock ~~are~~Options ~~contained~~aggregated ~~in the proxy statement/prospectus~~ and ~~other~~rounded ~~relevant~~up ~~materials~~to ~~filed with~~ the ~~SEC~~next ~~regarding~~whole ~~the~~share ~~proposed transaction when they become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies~~ of ~~these documents from~~ Expedia Group orCommon ~~LEXPE as indicated above~~Stock.

NoPursuant ~~Offer~~to orthe ~~Solicitation~~Merger Agreement, at the Effective Time, all then-outstanding awards of LEXPE restricted stock were accelerated and converted into the right to receive the Merger Consideration in respect of each share of LEXPE Common Stock covered by such award, less applicable tax withholding.

~~This~~Pursuant ~~communication~~to ~~shall~~the ~~not~~Merger ~~constitute~~Agreement, anat ~~offer to sell or~~ the ~~solicitation~~Effective ofTime, anall ~~offer~~then tooutstanding ~~buy~~awards ~~any~~of ~~securities,~~LEXPE ~~nor~~restricted ~~shall~~stock ~~there~~units bewere ~~any~~accelerated ~~sale~~and ofconverted ~~securities~~into inthe ~~any~~right ~~jurisdiction~~to inreceive ~~which~~a ~~such~~number ~~offer,~~of ~~solicitation~~shares orof ~~sale~~Expedia ~~would~~Group beCommon ~~unlawful~~Stock ~~prior~~equal to ~~registration~~(x) or0.36 multiplied ~~qualification~~by ~~under~~(y) the ~~securities~~aggregate ~~laws~~number of ~~any~~shares covered by such ~~jurisdiction.~~LEXPE Norestricted ~~offering~~stock ofunit ~~securities~~immediately ~~shall~~prior beto ~~made~~the ~~except~~Effective byTime, ~~means~~less ofapplicable awithholding ~~prospectus~~taxes, ~~meeting~~with ~~the~~such ~~requirements~~product ofrounded ~~Section 10~~up ofto the ~~U.S.~~next ~~Securities~~whole ~~Act~~share of ~~1933,~~Expedia asGroup ~~amended~~Common Stock.

The information set forth in Item 2.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.

~~SIGNATURE~~Item 5.01. Change in Control of Registrant

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofin the ~~Securities Exchange Act of 1934~~Introduction, ~~the~~Item ~~registrant~~2.01 ~~has~~above ~~duly~~and ~~caused~~Items ~~this~~5.02 ~~report~~and to5.03 bebelow ~~signed~~is onincorporated ~~its~~herein ~~behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

~~LIBERTY~~Item ~~EXPEDIA~~5.02. ~~HOLDINGS,~~Departure ~~INC.~~of ~~By:~~Directors ~~/s/~~or ~~Wade~~Certain ~~Haufschild~~Officers; ~~Name:~~Election ~~Wade~~of ~~Haufschild~~Directors; ~~Title:~~Appointment ~~Chief~~of ~~Financial~~Certain ~~Officer~~Officers; Compensatory Arrangements of Certain Officers

~~Dated:~~In ~~July~~connection 15with the consummation of the Combination, ~~2019~~all of the directors and executive officers, including the named executive officers, of LEXPE resigned from their respective positions as directors and executive officers of LEXPE, effective as of the Effective Time. The directors and executive officers of LEXPE did not resign because of a disagreement with LEXPE on any matter relating to LEXPE’s operations, policies or practices. The directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation following the Effective Time through the effective time of the Upstream Merger (the “Upstream Effective Time”), at which time the manager of Merger LLC became the manager of the Surviving Company.

4Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth in the Introduction is incorporated herein by reference.

At the Effective Time, (1) the certificate of incorporation of the Surviving Corporation was amended and restated to read in its entirety as set forth on Exhibit F to the Merger Agreement and (2) the bylaws of the Surviving Corporation were amended and restated to read in their entirety as set forth on Exhibit G to the Merger Agreement, each in accordance with the terms of the Merger Agreement.

At the Upstream Effective Time, (1) the certificate of formation and (2) the limited liability company agreement of Merger LLC, each as in effect immediately prior to the Upstream Effective Time and as set forth on Exhibit H and Exhibit I to the Merger Agreement, respectively, became the certificate of formation and limited liability company agreement of the Surviving Company, respectively.

Copies of (1) the certificate of incorporation of the Surviving Corporation, as amended and restated and in effect immediately prior to the Upstream Effective Time, (2) the bylaws of the Surviving Corporation, as amended and restated and in effect immediately prior to the Upstream Effective Time, (3) the certificate of formation of the Surviving Company, as in effect immediately following the Upstream Effective Time and (4) the limited liability company agreement of the Surviving Company as in effect immediately following the Upstream Effective Time are attached as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference into this Item 5.03.

Item 5.07.

Submission of Matters to a Vote of Security Holders

On July 26, 2019, LEXPE stockholders approved each of the proposals relating to the Merger that were considered at the special meeting of stockholders held at the offices of the Company (the “Special Meeting”), including the proposal to approve the adoption of the Merger Agreement. More specifically, the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the adoption of the Merger Agreement (the “Merger Proposal”); (b) a proposal to approve, by advisory (non-binding) vote, certain compensation that may be paid or become payable to the named executive officers of LEXPE in connection with the completion of the Combination (the “Merger-Related Compensation Proposal”); and (c) a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal (the “Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.

1. Merger Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
72,938,976	592,730	324,715	0

Accordingly, the Merger Proposal was approved.

2. Merger-Related Compensation Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
71,971,514	1,545,902	339,005	0

Accordingly, the Merger-Related Compensation Proposal was approved.

3. Adjournment Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
70,940,766	2,589,394	326,261	0

Accordingly, the Adjournment Proposal was approved.

Item 7.01.

Regulation FD Disclosure

On July 26, 2019, LEXPE and Expedia Group issued a joint press release announcing the completion of the Combination. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In connection with the Combination, LEXPE delivered a notice of redemption to the holders of the Exchangeable Debentures with respect to all of the $400 million aggregate outstanding original principal amount of its 1.0% Exchangeable Senior Debentures due 2047 (the “Exchangeable Debentures”). In accordance with the terms of such notice of redemption and the indenture governing the Exchangeable Debentures, Merger LLC (as successor to LEXPE) will redeem the Exchangeable Debentures in full on August 26, 2019 (the “Redemption Date”) at a redemption price, in cash, equal to the sum of (i) the adjusted principal amount of such Exchangeable Debentures, (ii) any accrued and unpaid interest on such Exchangeable Debentures to the Redemption Date, and (iii) any final period distribution on such Exchangeable Debentures. As a result of the delivery of such notice of redemption, in accordance with the terms of the indenture governing the Exchangeable Debentures, holders may surrender their Exchangeable Debentures for exchange until the close of business on the second scheduled trading day prior to the Redemption Date at an exchange rate of 5.1566 shares of Expedia Group Common Stock per $1,000 of original principal amount of Exchangeable Debentures (subject to certain adjustments). Upon any such exchange, the holder thereof will be entitled to receive Expedia Group Common Stock or, at Merger LLC’s election, cash or a combination of Expedia Group Common Stock and cash.

This Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of April 15, 2019, by and among the Company, Parent, Merger LLC and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 16, 2019)

2.2		Amendment No. 1 to Agreement and Plan of Merger by and among the Company, Parent, Merger LLC and Merger Sub, dated as of June 5, 2019 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2019)

3.1		Amended and Restated Certificate of Incorporation of the Surviving Corporation

3.2		Amended and Restated Bylaws of the Surviving Corporation

3.3		Certificate of Formation of the Surviving Company

3.4		Limited Liability Company Agreement of the Surviving Company

99.1		Press Release, dated July 26, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEMS I LLC (as successor by merger to Liberty Expedia Holdings, Inc.)

	By:	/s/ Robert J. Dzielak
		Name: Robert J. Dzielak
		Title: Chief Legal Officer and Secretary

Dated: July 26, 2019

Filing Compare · Liberty Expedia Holdings, Inc.