Sec Form 4 Filing - KHOSROWSHAHI DARA @ TripAdvisor, Inc. - 2012-02-21

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 KHOSROWSHAHI DARA 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EXPEDIA, INC., 333 108TH AVENUE N.E. 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2012 (Street) BELLEVUE, WA98004 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 02/21/2012 M 62,336 A $ 7.8 188,257 ( 1 ) D Common Stock 02/21/2012 S 62,336 D $ 30.5013 ( 2 ) 125,921 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 Options to Purchase Common Stock ( 3 ) $ 7.8 02/21/2012 M 62,336 12/20/2011( 4 ) 03/02/2016( 4 ) Common Stock 62,336 $ 0 0 D Options to Purchase Common Stock ( 3 ) $ 23.76 12/20/2011( 4 ) 02/23/2017( 4 ) Common Stock 37,401 37,401 D Restricted Stock Units ( 5 ) $ 0 ( 6 ) ( 6 ) Common Stock 320,000 320,000 D Restricted Stock Units $ 0 12/21/2012 12/21/2014 Common Stock 5,421 5,421 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KHOSROWSHAHI DARA C/O EXPEDIA, INC. 333 108TH AVENUE N.E. BELLEVUE, WA98004 X Signatures /s/ Suzanne Filippi, Attorney-in-fact 02/23/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares of Common Stock of the issuer ("TripAdvisor") received in connection with the spin-off by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split") was effected by way of a reclassification, pursuant to which each share of Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock"). ( 2 )The price in Column 4 is a weighted average sale price. The prices actually received ranged from $30.50 to $30.52. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. ( 3 )Represents vested options to purchase TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, each of the reporting person's vested options to purchase shares of Old Expedia Common Stock converted into one vested option to purchase shares of New Expedia Common Stock and one vested option to purchase shares of TripAdvisor Common Stock, with adjustments to the number of shares subject to each vested option and the option exercise prices based on (1) the value of Expedia common stock prior to the Spin-Off and the Reverse Stock Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off and the Reverse Stock Split. ( 4 )Other than the adjustments described in the footnote above, vested options to purchase TripAdvisor Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. ( 5 )Represents performance-based restricted stock units ("RSUs") representing the right to receive shares of TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, the reporting person's performance-based RSUs for Old Expedia Common Stock converted equally into RSUs for New Expedia Common Stock and RSUs for TripAdvisor Common Stock, with adjusted performance goals. As previously reported, amount does not include RSUs for which beneficial ownership was transferred to reporting person's former spouse pursuant to a property settlement agreement in connection with separation proceedings. ( 6 )The RSUs for shares of TripAdvisor Common Stock vest if and when TripAdvisor satisfies performance-related goals. Upon achievement of these performance goals, 75% of the RSUs will vest immediately, subject to the reporting person's agreement to provide service to TripAdvisor for an additional two years, and the remaining 25% of the RSUs will vest one year from such achievement, subject to certain service conditions.

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