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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TripAdvisor Inc | NASDAQ:TRIP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.84 | -3.16% | 25.71 | 25.70 | 26.50 | 26.715 | 25.34 | 26.65 | 2,501,054 | 23:13:45 |
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person * Liberty TripAdvisor Holdings, Inc. | 2. Issuer Name and Ticker or Trading Symbol TripAdvisor, Inc. [ TRIP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
3. Date of Earliest Transaction
(MM/DD/YYYY)
| ||
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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 | ||||||||
Forward sale contract (obligation to sell) | (1) | 8/10/2022 | J/K (1) | 2422210 | (1) | (1) | Common Stock, par value $0.001 per share | 2422210 | (1) | 2422210 | I | Held through Wholly-Owned Subsidiary |
Remarks: The Forward Contract obligates Counterparty to deliver to Buyer up to the Number of Shares over a specified period, previously in the first quarter of 2023, amended in the Amendment to a specified period in the fourth quarter of 2025 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty received a prepayment amount of approximately $34,246,160 in March 2020, increased by an additional $5,050,340 as a result of the Amendment. Counterparty agreed to pledge 2,422,210 shares of Tripadvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $23.6397, increased from $17.2536 as a result of the Amendment. As noted above, alternatively, Counterparty may choose to deliver a cash equivalent amount in lieu of such shares. |
Reporting Owners | |||||
Reporting Owner Name / Address | |||||
Director | 10% Owner | Officer | Other | ||
Liberty TripAdvisor Holdings, Inc. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 | X | X |
Signatures | ||
Liberty TripAdvisor Holdings, Inc. By: /s/ Brittany A. Uthoff Title: Vice President | 8/11/2022 | |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1 Year TripAdvisor Chart |
1 Month TripAdvisor Chart |
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