Brian J. Wendling - Apr 29, 2025 Form 4 Insider Report for Liberty TripAdvisor Holdings, Inc. (LTRPA)

Role: CFO/SVP
Signature: /s/ Brittany A. Uthoff as Attorney-in-Fact for Brian J. Wendling
Stock symbol: LTRPA
Transactions as of: Apr 29, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/30/2025, 11:18 AM
Previous filing: Mar 18, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LTRPA	Series A Common Stock	Disposed to Issuer	$0	-2.9K	-100%	$0.00	0	Apr 29, 2025	Direct	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	LTRPA	Stock Option (right to buy) - LTRPA	Disposed to Issuer		-49.5K	-100%		0	Apr 29, 2025	Series A Common Stock	49.5K	$4.31	Direct	F2, F3

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

Brian J. Wendling is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), at the effective time of the Merger (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $0.2567 in cash (without interest thereon).
F2	These options were fully exercisable.
F3	Pursuant to the terms of the Merger Agreement, such stock option of the Issuer was terminated and cancelled as of immediately prior to the effective time of the Merger, without any consideration being paid in respect thereof.

Remarks:

Pursuant to the Agreement and Plan of Merger, dated as of December 18, 2024 (the "Merger Agreement"), by and among the Issuer, Tripadvisor, Inc. ("Parent"), and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), on April 29, 2025, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and immediately following the Merger, the Issuer (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 Parent (the "ParentSub LLC Merger"), with ParentSub LLC surviving the ParentSub LLC Merger as a wholly owned subsidiary of Parent.