Matt Goldberg - Aug 16, 2024 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role: CEO and President, Director
Signature: /s/ Linda C. Frazier, attorney in fact
Stock symbol: TRIP
Transactions as of: Aug 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/20/2024, 07:26 PM
Previous filing: Jul 3, 2024
Next filing: Oct 3, 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	+27.2K		$0.00	27.2K	Aug 16, 2024	Common Stock	27.2K	$13.80	Direct	F1
transaction	TRIP	Restricted Stock Units (Performance-Based)	Award	$0	+27.2K		$0.00	27.2K	Aug 16, 2024	Common Stock	27.2K	$13.80	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 August 16, 2025, and 6.25% will vest quarterly thereafter. The award is fully vested on August 16, 2028.
F2	The number of shares underlying performance-based restricted stock units ("PSUs") that will be issued is based on the performance metrics of revenue (50%) and EBITDA (50%), with the actual targets, thresholds and maximums corresponding to those approved by the Compensation Committee ("CC") in connection with the Company's 2024 annual equity grant, for the performance period ending 12/31/2025, with the potential shares to be issued based in the performance metrics determined to be achieved as of 12/31/2025, with 50% of the shares delivered following such determination and 50% of the shares delivered on 12/31/2026. The number of derivative securities 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 0 shares to 200% of the target number of shares reported in Table II. The PSUs will vest and settle once the Company's CC 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 August 16, 2025, and 6.25% will vest quarterly thereafter. The award is fully vested on August 16, 2028.

The number of shares underlying performance-based restricted stock units ("PSUs") that will be issued is based on the performance metrics of revenue (50%) and EBITDA (50%), with the actual targets, thresholds and maximums corresponding to those approved by the Compensation Committee ("CC") in connection with the Company's 2024 annual equity grant, for the performance period ending 12/31/2025, with the potential shares to be issued based in the performance metrics determined to be achieved as of 12/31/2025, with 50% of the shares delivered following such determination and 50% of the shares delivered on 12/31/2026. The number of derivative securities 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 0 shares to 200% of the target number of shares reported in Table II. The PSUs will vest and settle once the Company's CC certifies the performance metrics have been met for the applicable year.