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.