Jay C. Hoag - Jun 8, 2021 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role: Director
Signature: Frederic D. Fenton, Authorized Signatory for Jay C. Hoag
Stock symbol: TRIP
Transactions as of: Jun 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/10/2021, 05:32 PM
Previous filing: Jun 2, 2021
Next filing: Jul 2, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	TRIP	Common Stock	+Grant/Award	$0	+6,002	+28.38%	$0.00	27,153	Jun 8, 2021	Direct	F1, F2
holding	TRIP	Common Stock						1,613,606	Jun 8, 2021	TCV IX TUMI, L.P.	F3
holding	TRIP	Common Stock						455,300	Jun 8, 2021	TCV IX TUMI (A), L.P.	F4
holding	TRIP	Common Stock						86,179	Jun 8, 2021	TCV IX TUMI (B), L.P.	F5
holding	TRIP	Common Stock						125,915	Jun 8, 2021	TCV IX TUMI (MF), L.P.	F6

Explanation of Responses:

Id	Content
F1	Represents shares underlying RSUs granted under the Issuer's 2018 Stock Plan in connection with such individual's election to the Issuer's Board of Directors on June 8, 2021. Such RSUs vest in full on June 8, 2022.
F2	Jay C. Hoag has sole voting and dispositive power over the RSUs he holds directly. However, TCV IX Management, L.L.C. has a right to 100% of the pecuniary interest in such RSUs. Mr. Hoag is a Member of TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares underlying such RSUs except to the extent of his pecuniary interest therein.
F3	These shares are directly held by TCV IX TUMI, L.P. ("TCV TUMI"). Jay C.Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4	These shares are directly held by TCV IX TUMI (A), L.P. ("TCV TUMI A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI A. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5	These shares are directly held by TCV IX TUMI (B), L.P. ("TCV TUMI B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI B. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6	These shares are directly held by TCV TUMI (MF), L.P. ("TCV TUMI MF"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI MF. Mr. Hoag is also a limited partner of TCV Member Fund, L.P., which is the sole limited partner of TCV TUMI MF. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI MF, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.