Liberty TripAdvisor Holdings, Inc. - Dec 19, 2024 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role: Director, 10%+ Owner
Signature: Liberty TripAdvisor Holdings, Inc. By: /s/ Katherine C. Jewell Title: Vice President
Stock symbol: TRIP
Transactions as of: Dec 19, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/23/2024, 04:10 PM
Previous filing: Aug 11, 2022
Next filing: Mar 27, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TRIP	Common Stock	Other		-2.42M	-14.73%		14M	Dec 19, 2024	Held through Wholly-Owned Subsidiary	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TRIP	Forward sale contract (obligation to sell)	Other		-2.42M	-100%		0	Dec 19, 2024	Common Stock, par value $0.001 per share	2.42M		Held through Wholly-Owned Subsidiary	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 9, 2020, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person ("Counterparty"), entered into an agreement establishing the terms and conditions of a variable forward transaction (the "Forward Contract") with an unaffiliated third party buyer ("Buyer"). On March 13, 2020, Buyer ended the initial hedging period and the number of shares of TripAdvisor, Inc. (the "Issuer") common stock ("Common Stock") subject to the Forward Contract was set at 2,422,210 (the "Number of Shares") and the initial share price was set at $19.1707 pursuant to the terms of the Forward Contract, as further described in "Remarks" below. On December 19, 2024, the Forward Contract settled and the Reporting Person elected to settle its delivery obligations under the Forward Contract by physical settlement, resulting in delivery of the full Number of Shares to Buyer and received from Buyer a final payment of $602,404.

Content

On March 9, 2020, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person ("Counterparty"), entered into an agreement establishing the terms and conditions of a variable forward transaction (the "Forward Contract") with an unaffiliated third party buyer ("Buyer"). On March 13, 2020, Buyer ended the initial hedging period and the number of shares of TripAdvisor, Inc. (the "Issuer") common stock ("Common Stock") subject to the Forward Contract was set at 2,422,210 (the "Number of Shares") and the initial share price was set at $19.1707 pursuant to the terms of the Forward Contract, as further described in "Remarks" below. On December 19, 2024, the Forward Contract settled and the Reporting Person elected to settle its delivery obligations under the Forward Contract by physical settlement, resulting in delivery of the full Number of Shares to Buyer and received from Buyer a final payment of $602,404.

Remarks:

The Forward Contract obligated Counterparty to deliver to Buyer up to the Number of Shares over a specified period (the "Valuation Period"). Alternatively, Counterparty may have chosen to deliver an equivalent amount of cash based on a measure of the average share price for the Common Stock over the Valuation Period. In exchange for assuming this obligation, Counterparty received a prepayment amount of approximately $34,246,160 in March 2020, increased by an additional $5,050,340 as a result of a previously reported amendment to the Forward Contract. Counterparty agreed to pledge 2,422,210 shares of Common Stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and retained voting rights in the Pledge Shares during the term of the pledge.