Certares LTRIP LLC - Jun 18, 2025 Form 4/A - Amendment 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
Jun 18, 2025
Transactions value $
$0
Form type
4/A - Amendment
Date filed
9/9/2025, 04:05 PM
Date Of Original Report
Jun 20, 2025
Previous filing
May 1, 2025

Reporting Owners (9)

Name Relationship Address Signature Signature date CIK
Certares LTRIP LLC Director C/O CERTARES MANAGEMENT LLC,, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001807756
Certares Holdings LLC Director C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK CERTARES HOLDINGS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001807637
Certares Holdings (Blockable) LLC Director C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK CERTARES HOLDINGS (BLOCKABLE) LLC, By: Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001807642
Certares Holdings (Optional) LLC Director C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK CERTARES HOLDINGS (OPTIONAL) LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001807624
Certares Management LLC Director 350 MADISON AVENUE, 8TH FLOOR, NEW YORK CERTARES MANAGEMENT LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001807622
Clementine Investments LLC Director C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK CLEMENTINE INVESTMENTS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001807617
Pemrose Corp Director C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK PEMROSE CORPORATION, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001807899
OHara Michael Gregory Director C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK MICHAEL GREGORY O'HARA, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001295598
FARMER COLIN MICHAEL Director C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR, NEW YORK COLIN M. FARMER, By: /s/ Linda C. Frazier as Attorney-in-Fact 2025-05-01 0001446492

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRIP Common Stock Award $0 +19.2K +32.94% $0.00 77.4K Jun 18, 2025 See Footnotes F1, F2, F3
holding TRIP Common Stock 4.75M Jun 18, 2025 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities granted under Tripadvisor, Inc. stock and annual incentive plan to Mr. O'Hara in connection to his election to the Board of Directors on June 18, 2025. Such RSUs vest in full on June 18, 2026. Mr. O'Hara is an employee of Certares Management LLC or one of its affiliates. 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.
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 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.

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. The original Form 4, filed on June 20, 2025, is being amended by this Form 4 amendment to correct both the identification of reporting persons and the number of shares beneficially owned. The original filing listed only Greg O'Hara as the reporting person; this amendment now includes certain beneficial owners with an indirect ownership interest. Additionally, the Amount of Securities Beneficially Owned has been revised to include an additional 2,822 shares which were previously disclosed but inadvertently omitted from the original Form 4. The omissions in the prior filing were due to administrative error.