Sec Form 4 Filing - Liberty TripAdvisor Holdings, Inc. @ TripAdvisor, Inc. - 2021-03-29

Insider filing report for Changes in Beneficial Ownership
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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)
03/29/2021
(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
Common Stock, par value $0.001 per share 03/29/2021 S( 1 ) 1,713,859 D $ 53.68 ( 1 ) 16,445,893 I Held through wholly-owned subsidiary
Common Stock, par value $0.001 per share 1 D
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
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/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President 03/31/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Stock Repurchase Agreement, dated as of March 22, 2021, by and between the Reporting Person and Certares LTRIP LLC, on March 29, 2021, the Reporting Person repurchased 126,921 shares of its 8% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") at a per share price of $2,714.29. The aggregate purchase price for the shares of Series A Preferred Stock was paid by the Reporting Person with a combination of approximately $252 million in cash and delivery of 1,713,859 shares of the Issuer's common stock. The shares of the Issuer's common stock were valued using the closing price of such shares on the date of the Stock Repurchase Agreement.

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