Statement of Changes in Beneficial Ownership (4)
December 14 2022 - 4:34PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
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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)
12/12/2022 |
(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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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-LTRPA | (1) | 12/12/2022 | | A | | 48908.0000 | | 12/12/2023 | 12/12/2023 | Series A Common Stock | 48908.0000 | $0.0000 | 48908.0000 | I | See Footnote (2) |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock. |
(2) | Reflects a grant made to M. Gregory O'Hara, an employee of Certares Management LLC or one of its affiliates, and a member of the board of directors of the Issuer. Pursuant to policies of Certares, Mr. O'Hara holds such securities for the benefit of Certares, including one or more of the Reporting Persons. |
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/ Brittany A. Uthoff as Attorney-in-Fact for Certares LTRIP LLC | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Colin Farmer | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Clementine Investments LLC | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings (Optional) LLC | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings (Blockable) LLC | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings LLC | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Management LLC | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Pemrose Corp | | 12/14/2022 |
**Signature of Reporting Person | Date |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Michael Gregory O'Hara | | 12/14/2022 |
**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. |
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