Statement of Changes in Beneficial Ownership (4)
April 08 2021 - 4:56PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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Certares LTRIP LLC |
2. Issuer Name and Ticker or Trading Symbol
Liberty TripAdvisor Holdings, Inc.
[
LTRPA
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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)
4/6/2021 |
(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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8% Series A Cumulative Redeemable Preferred Stock | 4/6/2021 | | D(1) | | 10665.0000 | D | $2714.2900 (1) | 187414.0000 | I | See Footnote (2) |
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) | Reflects the repurchase by the Issuer of shares of 8% Series A Cumulative Redeemable Preferred Stock held by Certares LTRIP LLC for $28,947,857.14 in cash. |
(2) | Reflects securities held directly by Certares LTRIP LLC. Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC are members of Certares LTRIP LLC. Certares Management LLC is the manager of each of Certares LTRIP LLC, Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC. Certares Management LLC is controlled by Clementine Investments LLC, an entity controlled by M. Gregory O'Hara, and Pemrose Corporation, an entity wholly-owned by Colin Farmer. Mr. O'Hara serves as a director of the Issuer and each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. See Remarks section. |
Remarks: 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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FARMER COLIN MICHAEL 12300 LIBER ENGLEWOOD, CO 80112 | X |
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Clementine Investments LLC 12300 LIBER ENGLEWOOD, CO 80112 | X |
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Certares Holdings (Optional) LLC 350 MADISON AVENUE 8TH FLOOR NEW YORK, NY 10017 | X |
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Certares Holdings (Blockable) LLC 12300 LIBER ENGLEWOOD, CO 80112 | X |
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Certares Holdings LLC 12300 LIBER ENGLEWOOD, CO 80112 | X |
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Certares Management LLC 12300 LIBER ENGLEWOOD, CO 80112 | X |
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Pemrose Corp 12300 LIBER ENGLEWOOD, CO 80112 | X |
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OHara Michael Gregory C/O CERTARE 350 MADISON NEW YORK, NY 10017 | X |
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Signatures
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/s/ Craig Troyer as Attorney-in-Fact for Certares LTRIP LLC | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Colin Farmer | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Clementine Investments LLC | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Certares Holdings (Optional) LLC | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Certares Holdings (Blockable) LLC | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Certares Holdings LLC | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Certares Management LLC | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Pemrose Corp | | 4/8/2021 |
**Signature of Reporting Person | Date |
/s/ Craig Troyer as Attorney-in-Fact for Michael Gregory O'Hara | | 4/8/2021 |
**Signature of Reporting Person | Date |
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