Sec Form 4 Filing - Certares LTRIP LLC @ Liberty TripAdvisor Holdings, Inc. - 2021-12-07

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 Certares LTRIP LLC 2. Issuer Name and Ticker or Trading Symbol Liberty TripAdvisor Holdings, Inc. [ LTRPA] 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 CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2021 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Series A Common Stock 12/07/2021 M 31,518 A $ 0( 1 ) 69,634 I See Footnote( 2 )

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-LTRPA ( 3 ) 12/07/2021 M 31,518 12/07/2021 12/07/2021 Series A Common Stock 31,518 $ 0 0 I See Footnote( 4 ) Restricted Stock Units-LTRPA ( 3 ) 12/07/2021 A 25,660 12/07/2022 12/07/2022 Series A Common Stock 25,660 $ 0 25,660 I See Footnote( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Certares LTRIP LLC C/O CERTARES MANAGEMENT LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK, NY10017 X FARMER COLIN MICHAEL 12300 LIBER ENGLEWOOD, CO80112 X Clementine Investments LLC 12300 LIBER ENGLEWOOD, CO80112 X Certares Holdings (Optional) LLC 350 MADISON AVENUE 8TH FLOOR NEW YORK, NY10017 X Certares Holdings (Blockable) LLC 12300 LIBER ENGLEWOOD, CO80112 X Certares Holdings LLC 12300 LIBER ENGLEWOOD, CO80112 X Certares Management LLC 12300 LIBER ENGLEWOOD, CO80112 X Pemrose Corp 12300 LIBER ENGLEWOOD, CO80112 X OHara Michael Gregory C/O CERTARE 350 MADISON NEW YORK, NY10017 X Signatures /s/ Brittany A. Uthoff as Attorney-in-Fact for Certares LTRIP LLC 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Colin Farmer 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Clementine Investments LLC 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings (Optional) LLC 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings (Blockable) LLC 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Holdings LLC 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Certares Management LLC 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Pemrose Corp 12/09/2021 Signature of Reporting Person Date /s/ Brittany A. Uthoff as Attorney-in-Fact for Michael Gregory O'Hara 12/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit converted into one share of Series A Common Stock. ( 2 )Reflects securities held by M. Gregory O'Hara, an employee of Certares Management LLC or one of its affiliates, and a member of the board of directors of the Issuer. Pursuant to policies of Certares Management LLC and its affiliates (collectively, "Certares"), Mr. O'Hara holds such securities for the benefit of Certares, including one or more of the Reporting Persons. ( 3 )Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock. ( 4 )Reflects a grant made to M. Gregory O'Hara, an employee of Certares Management LLC or one of its affiliates, and a member of the board of directors of the Issuer. Pursuant to policies of Certares Management LLC and its affiliates (collectively, "Certares"), Mr. O'Hara holds such securities for the benefit of Certares, including one or more of the Reporting Persons.

Remarks: Exhibit 24 - Power of Attorney. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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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