Sec Form 4 Filing - KELLER BRETT @ PRICELINE COM INC - 2010-02-24

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 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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1. Name and Address of Reporting Person KELLER BRETT 2. Issuer Name and Ticker or Trading Symbol PRICELINE COM INC [ PCLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Marketing Officer (Last) (First) (Middle) 800 CONNECTICUT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2010 (Street) NORWALK, CT06854 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock ( 1 ) 02/24/2010 G 250 D $ 0 4,780 D 2010 Performance Share Unit Grant 03/04/2010 A 2,438 A 2,438 D Common Stock ( 3 ) 03/05/2010 A 2,500 A $ 0 11,030 D Common Stock ( 4 ) 03/05/2010 F 1,074 D $ 233.12 9,956 D Common Stock ( 5 ) 03/05/2010 F 1,324 D $ 233.12 8,632 D 2008 Performance Share Units ( 6 ) 3,137 D Restricted Stock Units 4,839 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLER BRETT 800 CONNECTICUT AVENUE NORWALK, CT06854 Chief Marketing Officer Signatures /s/ Brett Keller 03/08/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 24, 2010, Mr. Keller made a charitable gift of 250 shares of priceline.com Incoporated common stock, par value $0.008 per share. ( 2 )On March 4, 2010, Mr. Keller was granted 2,438 priceline.com Incorporated (the "Company") performance share units, which represents the "target" number of performance share units. The exact number of shares to be issued to Mr. Keller, which could be as many as one to two times the initial grant, will depend upon, among other things, the Company's financial performance. The shares, if any, will be issued on or about March 1, 2013 or earlier, in the event of, among other things, a termination of employment in certain circumstances. ( 3 )On March 5, 2010, performance share units, which were originally issued on March 5, 2007, vested pursuant to their terms and upon the satisfaction of the applicable performance criteria resulting in the issuance of 2,500 shares of priceline.com common stock. ( 4 )On March 5, 2010, 1,074 shares of priceline.com's common stock were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units of Mr. Keller. ( 5 )On March 5, 2010, 3,750 shares of priceline.com Incorporated restricted common stock granted to Mr. Keller on March 5, 2007 vested and 1,324 shares of priceline.com common stock were withheld to satisfy certain tax withholding obligations. ( 6 )Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors.

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