Sec Form 4 Filing - Goldberg Matt @ TripAdvisor, Inc. - 2022-07-01

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 Goldberg Matt 2. Issuer Name and Ticker or Trading Symbol TripAdvisor, Inc. [ TRIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O TRIPADVISOR, INC., 400 1ST AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2022 (Street) NEEDHAM, MA02494 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 Restricted Stock Units $ 0 07/01/2022 A 378,064 07/01/2025( 1 ) 07/01/2025 Common Stock 378,064 $ 0 378,064 D Restricted Stock Units $ 0 07/01/2022 A 257,850 07/01/2 023( 2 ) 07/01/2026 Common Stock 257,850 $ 0 257,850 D Stock Option $ 18.47 07/01/2022 A 515,808 07/01/2023( 3 ) 07/01/2032 Common Stock 515,808 $ 0 515,808 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goldberg Matt C/O TRIPADVISOR, INC. 400 1ST AVENUE NEEDHAM, MA02494 X CEO and President Signatures /s/ Linda C. Frazier, attorney in fact 07/06/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The performance-based restricted stock units ("PSUs") will vest on July 1, 2025 ("PSU Vesting Date"), with respect to 25% of the PSUs if the Reference Price (as defined below) is equal to or greater than $35.00 but less than $45.00, 50% of the PSUs if the Reference Price is equal to or greater than $45.00 but less than $55.00 and 100% of the PSUs if the Reference Price is equal to or greater than $55.00, subject to continued employment through the PSU Vesting Date. Reference Price means a volume weighed average price of a share as reported on Bloomberg (or equivalent wire service) over a thirty (30) trading-day period between July 1, 2023 and the PSU Vesting Date. ( 2 )Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on July 1, 2023, and 6.25% on the first day of each of the next 12 quarters, such that the award is fully vested on July 1, 2026. ( 3 )Date at which first vesting occurs is indicated. 25% of the total number of Options vest on July 1, 2023, and 6.25% on the first day of each of the next 12 quarters, such that the award is fully vested on July 1, 2026.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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