TripAdvisor Inc.

06/13/2024 | Press release | Distributed by Public on 06/13/2024 18:16

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Certares LTRIP LLC
2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [TRIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CERTARES MANAGEMENT LLC, , 350 MADISON AVENUE, 8TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NEW YORK NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Certares LTRIP LLC
C/O CERTARES MANAGEMENT LLC,
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



Certares Holdings LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



Certares Holdings (Blockable) LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



Certares Holdings (Optional) LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



Certares Management LLC
350 MADISON AVENUE, 8TH FLOOR

NEW YORK, NY10017



Clementine Investments LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



Pemrose Corp
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



OHara Michael Gregory
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



FARMER COLIN MICHAEL
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY10017



Signatures

CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
CERTARES HOLDINGS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
CERTARES HOLDINGS (BLOCKABLE) LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
CERTARES HOLDINGS (OPTIONAL) LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
CERTARES MANAGEMENT LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
CLEMENTINE INVESTMENTS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
PEMROSE CORPORATION, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
MICHAEL GREGORY O'HARA, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date
COLIN M. FARMER, By: /s/ Linda C. Frazier as Attorney-in-Fact 2024-06-13
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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 11, 2024. Such RSUs vest in full on June 11, 2025. 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.
(2) Reflects securities 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.
(3) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.