Liberty TripAdvisor Holdings, Inc. - Apr 29, 2025 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role: Director, 10%+ Owner
Signature: /s/ TellurideSub LLC (as successor by merger to Liberty TripAdvisor Holdings, Inc.) By: /s/ Linda C. Frazier Title: Vice President and Secretary
Stock symbol: TRIP
Transactions as of: Apr 29, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/29/2025, 05:04 PM
Previous 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, par value $.001 per share	Other		-14M	-100%		0	Apr 29, 2025	Held through wholly-owned subsidiary	F1, F2
transaction	TRIP	Class B Common Stock, par value $.001 per share	Other		-12.8M	-100%		0	Apr 29, 2025	Held through wholly-owned subsidiary	F1, F2

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

Liberty TripAdvisor Holdings, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock is convertible into one share of Common Stock at the option of the holder thereof at any time on a share for share basis.
F2	On April 29, 2025, in connection with the Combination (as defined below), the Reporting Person merged into ParentSub LLC, with ParentSub LLC surviving as a wholly owned subsidiary of the Issuer. Also, in connection with the Combination, the Issuer retired the shares of Common Stock and Class B Common Stock owned by the Reporting Person.

Remarks:

Pursuant to the Agreement and Plan of Merger, dated as of December 18, 2024 (the "Merger Agreement"), by and among the Reporting Person, the Issuer, and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("Merger Sub"), on April 29, 2025, Merger Sub merged with and into the Reporting Person (the "Merger"), with the Reporting Person surviving the Merger as a wholly owned subsidiary of the Issuer, and immediately following the Merger, the Reporting Person (as the surviving corporation in the Merger) merged with and into TellurideSub LLC ("ParentSub LLC"), a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer (the "ParentSub LLC Merger" and together with the Merger, the "Combination"), with ParentSub LLC surviving the ParentSub LLC Merger as a wholly owned subsidiary of the Issuer.