Statement of Changes in Beneficial Ownership (4)
01 April 2020 - 9:24AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Certares LTRIP LLC |
2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc.
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TRIP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/27/2020 |
(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/27/2020 | | A | | 2822 (1) | A | $0.00 | 2822 | I | See Footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Represents shares underlying restricted stock units ("RSUs") granted under the Issuer's 2018 Stock and Annual Incentive Plan to M. Gregory O'Hara in consideration for services rendered as a member of the Issuer's Board of Directors. Such RSUs to vest in full on the first anniversary of the grant date . |
(2) | Mr. O'Hara is an employee of Certares Management LLC or one of its affiliates. Pursuant to policies of Certares Management LLC and its affiliates (collectively, "Certares"), Mr. O'Hara holds such securities for the benefit of Certares, including one or more of the Reporting Persons. |
(3) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Certares LTRIP LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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OHara Michael Gregory C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK 10017 | X |
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Certares Holdings LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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Certares Holdings (Blockable) LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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Certares Holdings (Optional) LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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Certares Management LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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Clementine Investments LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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Pemrose Corp C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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FARMER COLIN MICHAEL C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY 10017 | X |
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Signatures
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/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES LTRIP LLC | | 3/31/2020 |
**Signature of Reporting Person | Date |
s/ Linda C. Frazier as Attorney-in-Fact for CERTARES HOLDINGS LLC | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES HOLDINGS (BLOCKABLE) LLC | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES HOLDINGS (OPTIONAL) LLC | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ Linda C. Frazier as Attorney-in-Fact for CERTARES MANAGEMENT LLC | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ Linda C. Frazier as Attorney-in-Fact for CLEMENTINE INVESTMENTS LLC | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ Linda C. Frazier as Attorney-in-Fact for PEMROSE CORPORATION | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ Linda C. Frazier as Attorney-in-Fact for MICHAEL GREGORY O'HARA | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ Linda C. Frazier as Attorney-in-Fact for COLIN M. FARMER | | 3/31/2020 |
**Signature of Reporting Person | Date |
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