Michael Noonan - Mar 4, 2024 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role: CFO & SVP
Signature: /s/ Linda C. Frazier, attorney in fact
Stock symbol: TRIP
Transactions as of: Mar 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/6/2024, 05:31 PM
Previous filing: Feb 20, 2024
Next filing: May 1, 2024

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	Restricted Stock Units	Award	$0	+60.1K		$0.00	60.1K	Mar 4, 2024	Common Stock	60.1K	$27.03	Direct	F1
transaction	TRIP	Restricted Stock Units (Performance-Based)	Award	$0	+60.1K		$0.00	60.1K	Mar 4, 2024	Common Stock	60.1K	$27.03	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Date at which first vesting occurs is indicated. 25% of the total number of restricted stock units ("RSUs") vest on February 15, 2025, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2028.
F2	The number of shares underlying performance-based restricted stock units ("PSUs") that will be issued is based on actual performance relative to the performance metrics, targets, and weightings to be established by the Compensation Committee for the performance period ending December 31, 2025, with the potential shares to be issued based in the performance metrics determined to be achieved as of December 31, 2025, with 50% of such shares delivered following such determination and 50% of such shares delivered on December 31, 2026. The number of derivative securities set forth above is the target number of PSUs. Based on actual results during the applicable fiscal year, the aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in Table II. The PSUs will only vest and settle once the Company's Compensation Committee certifies the performance metrics have been met for the applicable year.

Content

Date at which first vesting occurs is indicated. 25% of the total number of restricted stock units ("RSUs") vest on February 15, 2025, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2028.

The number of shares underlying performance-based restricted stock units ("PSUs") that will be issued is based on actual performance relative to the performance metrics, targets, and weightings to be established by the Compensation Committee for the performance period ending December 31, 2025, with the potential shares to be issued based in the performance metrics determined to be achieved as of December 31, 2025, with 50% of such shares delivered following such determination and 50% of such shares delivered on December 31, 2026. The number of derivative securities set forth above is the target number of PSUs. Based on actual results during the applicable fiscal year, the aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in Table II. The PSUs will only vest and settle once the Company's Compensation Committee certifies the performance metrics have been met for the applicable year.