Sec Form 4 Filing - Liberty TripAdvisor Holdings, Inc. @ TripAdvisor, Inc. - 2020-03-13

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Liberty TripAdvisor Holdings, Inc. 2. Issuer Name and Ticker or Trading Symbol TripAdvisor, Inc. [ TRIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2020 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Forward sale contract (obligation to sell) ( 1 ) 03/13/2020 J/K( 1 ) 2,422,210 ( 1 ) ( 1 ) Common Stock, par value $0.001 per share 2,422,210 ( 1 ) 2,422,210 I Held through Wholly-Owned Subsidiary

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liberty TripAdvisor Holdings, Inc. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 X X Signatures Liberty TripAdvisor Holdings, Inc. By: /s/ Craig Troyer, Senior Vice President and Assistant Secretary 03/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 ("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 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 the Remarks section.

Remarks: The Forward Contract obligates Counterparty to deliver to Buyer up to the Number of Shares over a specified period in the first quarter of 2023 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty is entitled to receive a prepayment amount of approximately $34,246,160. Counterparty has agreed to pledge 2,422,210 shares of Tripadvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $17.2536. As noted above, alternatively Counterparty may choose to deliver a cash equivalent amount in lieu of such shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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