Form SC 13D/A CTRIP COM INTERNATIONAL Filed by: Priceline Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

This Amendment No. 5 (this “Amendment No. 5”) amends that certain statement on Schedule 13D filed by The Priceline Group Inc., a Delaware corporation (“Priceline”), and Priceline Group Treasury Company B.V., a Netherlands company and an indirect wholly owned subsidiary of Priceline (“Purchaser,” and together with Priceline, the “Reporting Persons”), with the Securities and Exchange Commission (“SEC”) on September 29, 2014 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on October 10, 2014 (“Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on October 20, 2014 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on November 5, 2014 (“Amendment No. 3”) and Amendment No. 4 to the Original 13D filed with the SEC on May 29, 2015 (together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”), relating to the American Depositary Shares (“ADSs”), each representing 0.25 ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of Ctrip.com International, Ltd., a Cayman Islands exempted company (the “Issuer”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

The second sentence of the second paragraph of Item 3 of the Schedule 13D is hereby amended and restated as follows:

As of September 14, 2015, since August 7, 2014, Purchaser has made open market purchases of ADSs totaling $526,119,161.69 pursuant to a purchase plan established pursuant to Rule 10b5-1 under the Exchange Act (the “10b5-1 Plan”).  The funds used to purchase these ADSs pursuant to the Priceline Purchase Right were obtained from the general working capital of Purchaser.

Item 5.

Interest in Securities of the Issuer.

(a), (b) The second and third sentence of the first paragraph of Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

The calculation of percentage of beneficial ownership of outstanding Ordinary Shares in this Item 5(a) and (b) and elsewhere in this Schedule 13D assumes there are 35,646,304 Ordinary Shares outstanding as of the date of this Schedule 13D. This figure is based on information set forth in the Form 6-K of the Issuer filed with the SEC on August 4, 2015. In addition, as required under Rule 13d-3(d) of the Exchange Act, all ADSs issuable upon conversion of the Convertible Notes were added to the 35,646,304 Ordinary Shares referred to above (after multiplying such number of ADSs by 0.25, the number of Ordinary Shares represented by each ADS) for purposes of calculating the number of outstanding Ordinary Shares, resulting in a total of 37,782,041.5 outstanding Ordinary Shares for purposes of calculating the percentage of beneficial ownership in this Item 5(a) and (b) and elsewhere in this Schedule 13D.

(a), (b) The first sentence of the second paragraph of Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

Each of the Reporting Persons beneficially owns or may be deemed to beneficially own, as the case may be, 17,502,750 ADSs, including the 8,959,800 ADSs purchased by Purchaser pursuant to the Priceline Purchase Right and the 8,542,950 ADSs issuable upon conversion of the Convertible Notes, representing 4,375,687.5 Ordinary Shares or approximately 11.58% of the outstanding Ordinary Shares.

(c) The table contained in Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following rows (but not the column headings, which are included herein for reference only) to the bottom of the table:

Name of Reporting Person

Trade Date

Purchased /
(Sold)

Average Price
per ADS ($)

Priceline Group Treasury Company B.V.

8/18/2015

57,100

69.9670

Priceline Group Treasury Company B.V.

8/19/2015

58,200

68.6442

Priceline Group Treasury Company B.V.

8/20/2015

92,600

64.7372

Priceline Group Treasury Company B.V.

8/21/2015

93,800

63.9375

Priceline Group Treasury Company B.V.

8/24/2015

135,100

59.8184

Priceline Group Treasury Company B.V.

8/25/2015

93,300

64.2800

Priceline Group Treasury Company B.V.

8/26/2015

94,100

63.7242

Priceline Group Treasury Company B.V.

8/27/2015

58,000

68.9239

Priceline Group Treasury Company B.V.

8/28/2015

57,500

69.4509

Priceline Group Treasury Company B.V.

8/31/2015

89,700

66.8162

Priceline Group Treasury Company B.V.

9/1/2015

92,100

65.0812

Priceline Group Treasury Company B.V.

9/2/2015

92,300

64.9367

Priceline Group Treasury Company B.V.

9/3/2015

90,100

66.5895

Priceline Group Treasury Company B.V.

9/4/2015

93,500

64.1512

Priceline Group Treasury Company B.V.

9/8/2015

92,300

64.9369

Priceline Group Treasury Company B.V.

9/9/2015

90,300

66.4218

Priceline Group Treasury Company B.V.

9/10/2015

59,700

66.9362

Priceline Group Treasury Company B.V.

9/11/2015

59,800

66.8613

Priceline Group Treasury Company B.V.

9/14/2015

90,100

66.5552

Date: September 15, 2015

THE PRICELINE GROUP INC.

/s/ Peter J. Millones

Name:

Peter J. Millones

Title:

Executive Vice President, General Counsel and Secretary

PRICELINE GROUP TREASURY COMPANY B.V.

/s/ Daniel J. Finnegan

Name:

Daniel J. Finnegan

Title:

Director