Statement of Changes in Beneficial Ownership (4)
22 Diciembre 2020 - 3:40PM
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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OMB APPROVAL
OMB Number:
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
*
Kalvert Seth J |
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, GC, Sec. |
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(Last)
(First)
(Middle)
C/O TRIPADVISOR, INC., 400 1ST AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2020 |
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(Street)
NEEDHAM, MA 02494
(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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| Common Stock | 12/18/2020 | | M | | 34098 | A | $0 | 34098 | D | |
| Common Stock | 12/18/2020 | | F | | 15123 | D | $26.75 | 18975 | D | |
| Common Stock | 12/21/2020 | | S | | 18975 | D | $25.69 (1) | 0 | D | |
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 |
| Restricted Stock Units | $0 (2) | 12/18/2020 | | M | | | 34098 | 12/20/2020 | 12/21/2021 | Common Stock | 34098 | $0 | 34098 | D | |
| Explanation of Responses: |
| (1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (2) | Date at which first vesting occurs is indicated. One-half of the total number of RSUs vest on the first vesting date and an additional one-half vest on second anniversary of the vesting date. Upon vesting, shares will be issued on a one-for-one basis. |
Remarks:
The sale transactions were executed pursuant to a Rule 10b5-1 trading plan previously entered into by the reporting person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kalvert Seth J
C/O TRIPADVISOR, INC.
400 1ST AVENUE
NEEDHAM, MA 02494 |
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| SVP, GC, Sec. |
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Signatures
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| /s/ Linda C. Frazier, attorney in fact | | 12/22/2020 |
| **Signature of Reporting Person | Date |
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