Sec Form 4 Filing - Noonan Michael @ TripAdvisor, Inc. - 2022-10-31

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
Noonan Michael
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
X __ Officer (give title below) _____ Other (specify below)
CFO & SVP
(Last) (First) (Middle)
C/O TRIPADVISOR, INC., 400 1ST AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2022
(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 10/31/2022 A 61,935 10/31/2025( 1 ) 10/31/2025 Common Stock 61,935 $ 0 61,935 D
Restricted Stock Units $ 0 10/31/2022 A 38,808 10/31/2023( 2 ) 10/31/2026 Common Stock 38,808 $ 0 38,808 D
Stock Option $ 23.62 10/31/2022 A 76,986 10/31/2023( 3 ) 10/31/2032 Common Stock 76,986 $ 0 76,986 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noonan Michael
C/O TRIPADVISOR, INC.
400 1ST AVENUE
NEEDHAM, MA02494
CFO & SVP
Signatures
/s/ Linda C. Frazier, attorney in fact 11/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The performance-based restricted stock units ("PSUs") will vest on October 31, 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 October 31, 2023 and the PSU Vesting Date.
( 2 )Date which first vesting occurs is indicated. 25% of the total number of RSUs vest on October 31, 2023, and 6.25% will vest quarterly thereafter.
( 3 )Date at which first vesting occurs is indicated. 25% of the total number of Options vest on October 31, 2023, and 6.25% will vest quarterly thereafter.

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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