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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * LINDSLEY H HAYS 2. Issuer Name and Ticker or Trading Symbol TRUPANION, INC. [ TRUP ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O TRUPANION, INC., 6100 4TH AVENUE SOUTH, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)
3/31/2021
(Street)
SEATTLE, WA 98108
(City)       (State)       (Zip)
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
Common Stock  3/31/2021    M    292  A  (1) 8859  D   

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
Restricted Stock Unit (RSU)   (1) 3/31/2021    M        292    (2)  (2) Common Stock  292.0  $0  877  D   

Explanation of Responses:
(1)  Restricted stock units convert into common stock on a one-for-one basis.
(2)  On February 22, 2021, the Reporting Person was granted 1,169 restricted stock units (RSUs). The RSUs vest and convert to common stock of the Issuer as to 1/4th of the total shares on each of March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021, subject to continued service through each vest date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LINDSLEY H HAYS
C/O TRUPANION, INC.
6100 4TH AVENUE SOUTH, SUITE 200
SEATTLE, WA 98108
X



Signatures
/s/ Charlotte Sim-Warner as attorney-in-fact for H. Hays Lindsley 4/5/2021
**Signature of Reporting Person Date