Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 4:22PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
Halpin Dermot |
2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc.
[
TRIP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Rentals&Experiences |
(Last)
(First)
(Middle)
C/O TRIPADVISOR, INC., 400 1ST AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2020 |
(Street)
NEEDHAM, MA 02494
(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)
_X
_ Form filed by One Reporting Person
___ 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, Par Value $.001 Per Share | 2/15/2020 | | M | | 6737 | A | $0 | 6737 | D | |
Common Stock, Par Value $.001 Per Share | 2/15/2020 | | F | | 1978 | D | $29.64 | 4759 | D | |
Common Stock, Par Value $.001 Per Share | 2/15/2020 | | M | | 5557 | A | $0 | 10316 | D | |
Common Stock, Par Value $.001 Per Share | 2/15/2020 | | F | | 1728 | D | $29.64 | 8588 | D | |
Common Stock, Par Value $.001 Per Share | 2/15/2020 | | M | | 8193 | A | $0 | 16781 | D | |
Common Stock, Par Value $.001 Per Share | 2/15/2020 | | F | | 2405 | D | $29.64 | 14376 | D | |
Common Stock, Par Value $.001 Per Share | 2/15/2020 | | M | | 5185 | A | $0 | 19561 | D | |
Common Stock, Par Value $.001 Per Share | 2/15/2020 | | F | | 1522 | D | $29.64 | 18039 | D | |
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 |
Restricted Stock Units | $0 | 2/15/2020 | | M | | | 6737 | 2/15/2019 (1) | 2/15/2022 | Common Stock | 6737 | $0 | 13476 | D | |
Restricted Stock Units | $0 | 2/15/2020 | | M | | | 5557 | 2/15/2017 (2) | 2/15/2020 (3) | Common Stock | 5557 | $0 | 0 | D | |
Restricted Stock Units | $0 | 2/15/2020 | | M | | | 8193 | 2/27/2017 (4) | 2/28/2017 | Common Stock | 8193 | $0 | 8194 | D | |
Restricted Stock Units | $0 | 2/15/2020 | | M | | | 5185 | 2/15/2020 (4) | 2/16/2023 | Common Stock | 5185 | $0 | 15553 | D | |
Explanation of Responses: |
(1) | The Restricted Stock Units ("RSUs") vest and settle in four equal annual installments commencing on the first anniversary of the date of grant. |
(2) | Of such RSU's, 4,952 vested on February 15, 2017, 4,952 will vest on February 15, 2018 and 4,951 will vest on each of February 15, 2019 and February 15, 2020. Shares will be delivered on a one-for-one basis. |
(3) | Date at which first vesting occurs is indicated. One-fourth of the total number of restricted stock units, or RSUs, vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the RSUs are fully vested. |
(4) | Date at which first vesting occurs is indicated. One-fourth of the total number of RSUs vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the RSUs are fully vested. Upon vesting, shares will be issued on a one-for-one basis. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Halpin Dermot C/O TRIPADVISOR, INC. 400 1ST AVENUE NEEDHAM, MA 02494 |
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| President, Rentals&Experiences |
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Signatures
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/s/ Linda C. Frazier, attorney in fact | | 2/19/2020 |
**Signature of Reporting Person | Date |
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