Certares LTRIP LLC - Mar 29, 2021 Form 4/A - Amendment Insider Report for TripAdvisor, Inc. (TRIP)

Role
Director
Signature
CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact
Stock symbol
TRIP
Transactions as of
Mar 29, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
6/10/2021, 08:45 PM
Date Of Original Report
Mar 31, 2021
Next filing
Jun 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRIP Common Stock Purchase +1.71M 1.71M Mar 29, 2021 See Footnotes F1, F2, F4
holding TRIP Common Stock 2.82K Mar 29, 2021 See Footnotes F3, F4
holding TRIP Common Stock 7.86K Mar 29, 2021 See Footnotes F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the repurchase by Liberty TripAdvisor Holdings, Inc. ("LTRIP") of 126,921 shares of LTRIP's 8% Series A Cumulative Redeemable Preferred Stock held by Certares LTRIP LLC for $252,499,142.86 in cash and 1,713,859 shares of Issuer common stock previously held by LTRIP.
F2 Reflects securities held directly by Certares LTRIP LLC. Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC are members of Certares LTRIP LLC. Certares Management LLC is the manager of each of Certares LTRIP LLC, Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC. Certares Management LLC is controlled by Clementine Investments LLC, an entity controlled by M. Gregory O'Hara, and Pemrose Corporation, an entity wholly-owned by Colin Farmer. Mr. O'Hara serves as a director of the Issuer and each of the Reporting Persons may be deemed to be a director by deputization of the Issuer.
F3 Represents securities granted under the Issuer's 2018 Stock and Annual Incentive Plan to Mr. O'Hara in consideration for services rendered as a member of the Issuer's Board of Directors. Mr. O'Hara is an employee of Certares Management LLC or one of its affiliates. 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.
F4 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.