Liberty TripAdvisor Holdings, Inc. - 25 Mar 2025 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
Issuer symbol: TRIP
Transactions as of: 25 Mar 2025
Net transactions value: +$325,900,000
Form type: 4
Filing time: 27 Mar 2025, 18:19:24 UTC
Previous filing: 23 Dec 2024
Next filing: 29 Apr 2025
SEC: View on sec.gov

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	0.50% Exch. Senior Debentures due 2051 (obligation to sell)	Purchase	$325,900,000				$4,100,000	25 Mar 2025	Common Stock, par value $0.001 per share	4,670,114		Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each $1,000 principal amount of 0.50% exchangeable senior debentures due 2051 (the "Debentures") is exchangeable for 14.3299 shares of the issuer's common stock, par value $0.001 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person shall settle in cash.
F2	Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures held the right to put them to the reporting person on March 27, 2025. The Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after March 27, 2025 at any time, or (ii) in whole, but not in part, prior to March 27, 2025, after the occurrence of certain events.
F3	On March 25, 2025, the reporting person accepted for repurchase in cash $325,900,000.00 aggregate original principal amount of Debentures. On March 27, 2025, holders of the Debentures received payment of $1,000 for each $1,000 original principal amount of the Debentures, plus accrued and unpaid interest of $1.2083.
F4	The Debentures mature on June 30, 2051.

Remarks:

Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the calendar quarter ending December 31, 2021, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Debenture; (ii) December 31, 2021, if the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to March 27, 2025; (iv) the Debenture is called for redemption; and (v) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time after March 1, 2025 until the close of business on the second scheduled trading day immediately preceding March 27, 2025, and at any time after April 1, 2051 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures.