Exhibit 4.4


 





FORM OF NOTE


 


[Insert Global Note Legend, if applicable]


 


[Insert Restricted Note Legend, if applicable]


 


[Insert Non-Affiliate Legend]


 


BOOKING HOLDINGS INC.


 


0.750% Convertible Senior Note due 2025


 


CUSIP No.:          [___][Insert
for a “restricted” CUSIP number: *]                       Certificate
No.        [___]


 


Booking Holdings Inc.,
a Delaware corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal sum
of [___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]†
on May 1, 2025 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and
all accrued and unpaid interest are paid or duly provided for.


 


Interest Payment
Dates:           May 1 and November 1 of each year, commencing on [___].


 


Regular Record
Dates:             April 15 and October 15.


 


Additional provisions
of this Note are set forth on the other side of this Note.


 


[The Remainder of This Page Intentionally
Left Blank; Signature Page Follows]


 





 









		*	This Note
                                         will be deemed to be identified by CUSIP No. [   ] from and after
                                         such time when the Company delivers, pursuant to Section 2.12 of the within-mentioned
                                         Indenture and subject to the applicable Depositary Procedures, written notice to the
                                         Trustee of the deemed removal of the Restricted Note Legend affixed to this Note.








 





		†	Insert
                                         bracketed language for Global Notes only.








 






     


     


    

 


IN WITNESS WHEREOF,
Booking Holdings Inc. has caused this instrument to be duly executed as of the date set forth below.


 





	 	 	Booking
    Holdings Inc.
	 	 	 
	 	 	 
	Date:	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:







 



     


     


    




 





TRUSTEE’S CERTIFICATE
OF AUTHENTICATION


 


U.S. Bank National Association, as Trustee,
certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 


	Date:	 	 	By:	     
	 	 	 	Authorized Signatory






 



     


     


    




 





BOOKING HOLDINGS INC.


 


0.750% Convertible Senior Note due 2025


 


This Note is one of
a duly authorized issue of notes of Booking Holdings Inc., a Delaware corporation (the “Company”), designated
as its 0.750% Convertible Senior Notes due 2025 (the “Notes”), all issued or to be issued pursuant to an indenture,
dated as of April 14, 2020 (as the same may be amended from time to time, the “Indenture”), between the Company
and U.S. Bank National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings
ascribed to them in the Indenture.


 


The Indenture sets
forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything
to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the
provisions of the Indenture will control.


 


1.                 
Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture.
Stated Interest on this Note will begin to accrue from, and including, [___].


 


2.                 
Maturity. This Note will mature on May 1, 2025, unless earlier repurchased or converted.


 


3.                 
Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture.


 


4.                 
Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.


 


5.                 
Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts
equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange
this Note by presenting it to the Registrar and delivering any required documentation or other materials.


 


6.                 
Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change occurs,
then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in
an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.


 


7.                 
No Right of Redemption by the Company. The Company does not have the right to redeem the Notes at its election.


 


8.                 
Conversion. The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject
to the terms, set forth in Article 5 of the Indenture.


 






     


     


    

 


9.                  When
the Company May Merge, Etc. Article 6 of the Indenture places limited restrictions on the Company’s ability to be a
party to a Business Combination Event.



 


10.               
Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest
on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner,
and subject to the terms, set forth in Article 7 of the Indenture.


 


11.                Amendments,
Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or waive compliance
with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Article 8 of the Indenture.


 


12.                No
Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture
or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note,
each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of
the Notes.


 


13.                Authentication.
No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized
signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication
of such Note.


 


14.                Abbreviations.
Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants
by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A
(Uniform Gift to Minors Act).


 


15.                Governing
Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


* * *


 


To request a copy
of the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address:


 


Booking Holdings Inc.


800 Connecticut Avenue


Norwalk, Connecticut 06854


Attention: Chief Financial Officer


 






     


     


    

 





SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE*


 


INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL
NOTE: $[___]


 


The following exchanges, transfers or
cancellations of this Global Note have been made:


 


	Date	 	Amount
    of Increase
 (Decrease) in
 Principal Amount of
 this Global Note	 	Principal
    Amount of
 this Global Note
 After Such Increase
 (Decrease)	 	Signature
    of
 Authorized
 Signatory of Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 





 






*    Insert
for Global Notes only.


 






     


     


    

 


CONVERSION NOTICE


 


BOOKING HOLDINGS INC.


 


0.750% Convertible Senior Notes due 2025


 


Subject to the terms of the Indenture,
by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to
convert (check one):


 


		o	the
                                         entire principal amount of



 


		o	$                     *
                                         aggregate principal amount of



 


the Note identified by CUSIP No.                      
and Certificate No.                      .


 


The undersigned acknowledges that if the
Conversion Date of a Note to be converted is after a Regular Record Date and before the next Interest Payment Date, then such
Note, when surrendered for conversion, must, in certain circumstances, be accompanied with an amount of cash equal to the interest
that would have accrued on such Note to, but excluding, such Interest Payment Date.


 





	Date:	 	 	 
	 	 	 	(Legal
    Name of Holder)
	 	 	 	 
	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 
	 	 	 	Signature Guaranteed:
	 	 	 	 
	 	 	 	 
	 	 	 	Participant
    in a Recognized Signature
	 	 	 	Guarantee
    Medallion Program
	 	 	 	 
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Authorized
    Signatory


 








 






*       Must
be an Authorized Denomination.


 







     


     


    

  





FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


BOOKING HOLDINGS INC.


 


0.750% Convertible Senior Notes due 2025


 


Subject to the terms of the Indenture,
by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is
exercising its Fundamental Change Repurchase Right with respect to (check one):


 


		o	the
                                         entire principal amount of



 


		o	$                     *
                                         aggregate principal amount of



 


the Note identified by CUSIP No.                      
and Certificate No.                      .


 


The undersigned acknowledges that this
Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be
paid.


 





	Date:	 	 	 
	 	 	 	(Legal
    Name of Holder)
	 	 	 	 
	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 
	 	 	 	Signature Guaranteed:
	 	 	 	 
	 	 	 	 
	 	 	 	Participant
    in a Recognized Signature
	 	 	 	Guarantee
    Medallion Program
	 	 	 	 
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Authorized
    Signatory







 





 






*       Must
be an Authorized Denomination.








 






     


     


    

  








ASSIGNMENT FORM


 


BOOKING HOLDINGS INC.


 


0.750% Convertible Senior Notes due 2025


 


Subject to the terms of the Indenture,
the undersigned Holder of the within Note assigns to:


 


	Name:	 	 



 


	Address:	 	 



 





	Social security or tax identification number:	 	 



 


 


the within Note and all rights thereunder
irrevocably appoints:


 


as agent to transfer the within Note on
the books of the Company. The agent may substitute another to act for him/her.


 





	Date:	 	 	 
	 	 	 	(Legal
    Name of Holder)
	 	 	 	 
	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 
	 	 	 	Signature Guaranteed:
	 	 	 	 
	 	 	 	 
	 	 	 	Participant
    in a Recognized Signature
	 	 	 	Guarantee
    Medallion Program
	 	 	 	 
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Authorized
    Signatory


  



     


     


    




 








TRANSFEROR ACKNOWLEDGEMENT


 


If the within Note bears a Restricted
Note Legend, the undersigned further certifies that (check one):


 


		1.    ̈	Such
                                         Transfer is being made to the Company or a Subsidiary of the Company.



 


		2.    ̈	Such
                                         Transfer is being made pursuant to, and in accordance with, a registration statement
                                         that is effective under the Securities Act at the time of the Transfer.



 


		3.    ̈	Such
                                         Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities
                                         Act, and, accordingly, the undersigned further certifies that the within Note is being
                                         transferred to a Person that the undersigned reasonably believes is purchasing the within
                                         Note for its own account, or for one or more accounts with respect to which such Person
                                         exercises sole investment discretion, and such Person and each such account is a “qualified
                                         institutional buyer” within the meaning of Rule 144A under the Securities Act in
                                         a transaction meeting the requirements of Rule 144A. If this item is checked, then
                                         the transferee must complete and execute the acknowledgment contained on the next page.



 


		4.    ̈	Such
                                         Transfer is being made pursuant to, and in accordance with, any other available exemption
                                         from the registration requirements of the Securities Act (including, if available, the
                                         exemption provided by Rule 144 under the Securities Act).



 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	(Legal
    Name of Holder)	 	 
	 	 	 		 
	 	 	 	 	
	By:	 	 	 	
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	Signature Guaranteed:	 	 
	 	 	 	 
	 	 	 	 
	(Participant
    in a Recognized Signature	 	 
	Guarantee Medallion Program)	 	 
	 	 	 
	 	 	 		 
	By:	 	 	 
	Authorized
    Signatory	 	 


  



     


     


    




 


TRANSFEREE ACKNOWLEDGEMENT


 


The undersigned represents that it is
purchasing the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole
investment discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring
the within Note on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as
amended, provided by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A.


 





	Dated:	 	 
	 	 
	 	 
	 	 
	(Name
    of Transferee)	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: