Certares LTRIP LLC - Apr 29, 2025 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role
Director
Signature
CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact
Stock symbol
TRIP
Transactions as of
Apr 29, 2025
Transactions value $
$0
Form type
4
Date filed
5/1/2025, 06:59 PM
Previous filing
Jun 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRIP Common Stock Award $0 +3.04M +177.26% $0.00 4.75M Apr 29, 2025 Direct F1, F2
holding TRIP Common Stock 58.2K Apr 29, 2025 See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects shares of Common Stock received by Certares LTRIP LLC as part of the Series A Preferred Share Merger Consideration pursuant to that certain Agreement and Plan of Merger, by and among Liberty TripAdvisor Holdings, Inc., Tripadvisor, Inc. and Telluride Merger Sub Corp., dated as of December 18, 2024.
F2 Reflects shares of Common Stock 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.
F3 The balance reflected above corrects the balance reported in the Form 4/A, filed on June 20, 2024, which omitted the grant of 13,616 RSUs, as indicated in such filing.
F4 Reflects securities held by Mr. O'Hara, who is an employee of Certares Management LLC or one of its affiliates, including 13,616 RSUs that are scheduled to vest in full on June 11, 2025. Pursuant to policies of Certares Management LLC and its affiliates (collectively, "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.