Liberty TripAdvisor Holdings, Inc. - Aug 10, 2022 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role
Director, 10%+ Owner
Signature
Liberty TripAdvisor Holdings, Inc. By: /s/ Brittany A. Uthoff Title: Vice President
Stock symbol
TRIP
Transactions as of
Aug 10, 2022
Transactions value $
$0
Form type
4
Date filed
8/11/2022, 07:03 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TRIP Forward sale contract (obligation to sell) Other +2.42M 2.42M Aug 10, 2022 Common Stock, par value $0.001 per share 2.42M Held through Wholly-Owned Subsidiary F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 9, 2020, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person ("Counterparty"), entered into an agreement establishing the terms and conditions of a variable forward transaction ("Forward Contract") with an unaffiliated third party buyer ("Buyer"). On March 13, 2020, Buyer ended the initial hedging period and the number of shares of Tripadvisor common stock subject to the Forward Contract was set at 2,422,210 (the "Number of Shares") and the initial share price was set at $19.1707, pursuant to the terms of the Forward Contract, as further described in "Remarks" below. On August 10, 2022, Counterparty and Buyer entered into an letter agreement amending the terms of the Forward Contract (the "Amendment") to: (i) extend the Valuation Period (as defined in "Remarks" below) to a specified period in the fourth quarter of 2025, (ii) increase the initial share price to $24.8839, and (iii) increase the prepayment amount by $5,050,340.

Remarks:

The Forward Contract obligates Counterparty to deliver to Buyer up to the Number of Shares over a specified period, previously in the first quarter of 2023, amended in the Amendment to a specified period in the fourth quarter of 2025 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty received a prepayment amount of approximately $34,246,160 in March 2020, increased by an additional $5,050,340 as a result of the Amendment. Counterparty agreed to pledge 2,422,210 shares of Tripadvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $23.6397, increased from $17.2536 as a result of the Amendment. As noted above, alternatively, Counterparty may choose to deliver a cash equivalent amount in lieu of such shares.