Statement of Changes in Beneficial Ownership (4)
19 Diciembre 2019 - 3:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Liberty TripAdvisor Holdings, Inc. |
2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc.
[
TRIP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2019 |
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Forward sale contract (obligation to sell) | (1)(2) | 12/17/2019 | | J/K (1)(2) | | | 7000000 | (1)(2) | (1)(2) | Common Stock, par value $0.001 per share | 7000000 | (1)(2) | 0 | I | Held through Wholly-Owned Subsidiary |
| Explanation of Responses: |
| (1) | As previously disclosed in the Form 4/A filed June 17, 2016, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person, ("Counterparty") entered into a variable forward sale transaction with a trade date of June 6, 2016 ("Forward Contract") with an unaffiliated third party buyer ("Buyer"), as further described in the Remarks section. |
| (2) | On November 19, 2019, Counterparty and Buyer entered into an agreement to unwind and terminate the Forward Contract (the "Unwind Agreement"). On December 17, 2019, the Forward Contract was unwound in full and terminated. Pursuant to the terms of the Unwind Agreement, Counterparty paid Buyer a total of approximately $199,232,100 and, upon termination of the Forward Contract, Buyer returned to Counterparty the 7,000,000 shares of TripAdvisor common stock that Counterparty pledged to Buyer under the Forward Contract. |
Remarks:
The Forward Contract obligated Counterparty to deliver to Buyer up to 7,000,000 shares of TripAdvisor common stock (the "Number of Shares") over a 20 trading day period starting on May 13, 2020 (or, at Counterparty's election, an equivalent amount of cash based on the arithmetic average of the VWAP prices of the shares over the same period). Under the terms of the Forward Contract, Counterparty received a prepayment of approximately $258,940,500. Counterparty pledged 7,000,000 shares of TripAdvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and retained dividend and voting rights in the Pledge Shares during the term of the pledge. The Forward Contract provided that the number of shares of TripAdvisor common stock that Counterparty would be obligated to deliver to Buyer at the end of the Forward Contract would be determined as follows: (a) if the Settlement Price of TripAdvisor common stock was less than $38.9025 (the "Floor Price"), Counterparty would deliver all of the Pledge Shares; (b) if the Settlement Price was between the Floor Price and $98.9625 (the "Cap Price"), Counterparty would deliver a number of Pledge Shares equal to the Floor Price divided by the Settlement Price multiplied by the Number of Shares; and (c) if the Settlement Price was greater than the Cap Price, Counterparty would deliver a number of Pledge Shares equal to the Floor Price plus the Settlement Price minus the Cap Price divided by the Settlement Price multiplied by the Number of Shares. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Liberty TripAdvisor Holdings, Inc.
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112 | X | X |
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Signatures
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| Liberty TripAdvisor Holdings, Inc. By: /s/ Craig Troyer, Senior Vice President and Assistant Secretary | | 12/19/2019 |
| **Signature of Reporting Person | Date |
TripAdvisor (NASDAQ:TRIP)
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