Amended Statement of Beneficial Ownership (3/a)
April 30 2020 - 6:04PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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
*
Nelson Lindsay |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/28/2020
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3. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [TRIP]
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(Last)
(First)
(Middle)
C/O TRIPADVISOR, INC., 400 1ST AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Experience&Brand Officer / |
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(Street)
NEEDHAM, MA 02494
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
4/30/2020
| 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 Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 3567 | 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. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units (TSR performance-based) | 12/31/2022 (1) | 3/31/2023 | Common Stock, Par Value $.001 Per Share | 17564 | $0 | D | |
| Restricted Stock Units (TSR performance-based) | 12/31/2021 (2) | 3/31/2022 | Common Stock, Par Value $.001 Per Share | 10369 | $0 | D | |
| Stock Option | 10/30/2019 (3) | 10/30/2028 | Common Stock, Par Value $.001 Per Share | 96272 | $47.17 | D | |
| Stock Option | 2/15/2021 (4) | 2/25/2030 | Common Stock, Par Value $.001 Per Share | 44378 | $25.62 | D | |
| Stock Option | 2/15/2020 (3) | 2/27/2029 | Common Stock, Par Value $.001 Per Share | 22401 | $50.63 | D | |
| Restricted Stock Units | 2/15/2021 (5) | 2/16/2023 | Common Stock | 15553 | $0 | D | |
| Restricted Stock Units | 10/30/2020 (5) | 10/31/2022 | Common Stock | 33232 | $0 | D | |
| Restricted Stock Units | 12/20/2020 (6) | 12/21/2021 | Common Stock | 33266 | $0 | D | |
| Restricted Stock Units | 2/15/2021 (7) | 2/16/2024 | Common Stock | 35128 | $0 | D | |
| Explanation of Responses: |
| (1) | These market-based RSUs ("MSUs") will vest and settle shortly following expiration of the performance period which ends on December 31, 2022. |
| (2) | The market-based RSUs ("MSUs") will vest and settle shortly following expiration of the performance period which ends on December 31, 2021. |
| (3) | Date at which first vesting occurs is indicated. One-fourth of the total number of stock options vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the stock options are fully vested. |
| (4) | Date at which first vesting occurs is indicated. One fourth of the total number of stock options vest on February 15, 2021, and 6.25% of the remaining award vest in equal quarterly installments commencing thereafter. |
| (5) | One-third of the total number of RSUs vest on the first vesting date and an additional one-third vest on each anniversary thereafter, until the RSUs are fully vested. Upon vesting, shares will be issued on a one-for-one basis. |
| (6) | 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. |
| (7) | Date at which first vesting occurs is indicated. One fourth of the total number of RSUs vest on February 15, 2021, and 6.25% of the remaining award vest in equal quarterly installments commencing thereafter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Nelson Lindsay
C/O TRIPADVISOR, INC.
400 1ST AVENUE
NEEDHAM, MA 02494 |
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| Chief Experience&Brand Officer |
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Signatures
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| /s/ Linda C. Frazier, attorney in fact | | 4/30/2020 |
| **Signature of Reporting Person | Date |
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