Washington, D.C. 20549
(Amendment No. 4)
Renee L. Wilm, Esq.
Chief Legal Officer / Chief Administrative Officer
Liberty TripAdvisor Holdings, Inc.
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5200
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No.:
Common Stock: 896945201
1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Liberty TripAdvisor Holdings, Inc. (1)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e) ¨
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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7.
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Sole Voting Power
29,245,893 shares (2) (3)
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8.
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Shared Voting Power
None
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9.
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Sole Dispositive Power
29,245,893 shares (2) (3)
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10.
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Shared Dispositive Power
None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
29,245,893 shares (2) (3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
Excludes shares beneficially owned by the executive officers and directors of the Reporting Person.
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13.
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Percent of Class Represented by Amount in Row (11)
21.7% (3) (4)
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14.
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Type of Reporting Person (See Instructions)
CO
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(1)
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The
share amounts included in the table reflect Liberty TripAdvisor Holdings, Inc.’s, a
Delaware corporation (the “Reporting Person”), pro forma beneficial
ownership assuming the delivery of 1,713,859 shares of Common Stock (as defined below) to
Certares LTRIP LLC (“Certares”) in connection with the closing of the
transactions contemplated by the Stock Repurchase Agreement, dated as of March 22, 2021,
by and between the Reporting Person and Certares, which is subject to certain conditions.
See Item 6.
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(2)
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Consists of 16,445,894 shares of Tripadvisor, Inc.’s, a Delaware corporation (the “Issuer”),
Common Stock, par value $0.001 per share (“Common Stock”), and 12,799,999 shares of the Issuer’s Class B Common
Stock, par value $0.001 par value per share (“Class B Common Stock”), beneficially owned by the Reporting Person.
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(3)
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Each share of Class B Common Stock is convertible at the option of the holder into one share of Common
Stock. Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Person into shares of Common Stock.
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(4)
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Because each share of Class B Common Stock generally is entitled
to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Person may be deemed to beneficially
own equity securities of the Issuer representing approximately 57.8% of the voting power of the Issuer. See Item 5. Such percentage interests
are based on there being outstanding, as of the close of business on February 12, 2021, 122,029,254 shares of Common Stock and 12,799,999
shares of Class B Common Stock, based on the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with
the Securities and Exchange Commission on February 19, 2021 and calculated in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Statement of
LIBERTY TRIPADVISOR HOLDINGS, INC.
Pursuant to Section 13(d) of the Securities
Exchange Act of 1934
in respect of
TRIPADVISOR, INC.
This amended statement on
Schedule 13D/A (this “Amendment”) constitutes Amendment No. 4 to the Schedule 13D originally
filed with the Securities and Exchange Commission (the “SEC”) by Liberty TripAdvisor Holdings, Inc., a Delaware corporation
(the “Reporting Person”), with respect to Tripadvisor, Inc., a Delaware corporation (the “Issuer”),
on August 29, 2014, as amended by Amendment No. 1 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on June
30, 2016, Amendment No. 2 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on November 20, 2019 and Amendment
No. 3 to the Statement on Schedule 13D filed with the SEC by the Reporting Person on March 16, 2020 (collectively, the “Schedule
13D” and together with this Amendment, the “Statement”). The Schedule 13D is hereby amended and supplemented
to include the information set forth herein. Capitalized terms not defined herein have the meanings given to such terms in the
Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 2. Identity and Background
The information contained
in Item 2(d)-(f) of the Schedule 13D is hereby replaced with the following information:
(d) - (f)
Schedule 1, attached to
this Statement and incorporated herein by reference, provides the requested information with respect to each executive officer and director,
as applicable, of the Reporting Person (the “Schedule 1 Persons”). Each of such executive officers and directors
is a citizen of the United States.
During the last five years,
neither the Reporting Person nor, to the best of the knowledge of the Reporting Person, any of the Schedule 1 Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
The information contained
in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The information contained
in Item 6 of this Amendment is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The information contained
in Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) After
giving pro forma effect to the delivery of 1,713,859 shares of Common Stock (as defined below) to Certares LTRIP LLC
(“Certares”) in connection with the closing of the transactions contemplated by the Stock Repurchase Agreement,
dated as of March 22, 2021, by and between the Reporting Person and Certares (the “Closing”), which is subject to
certain conditions, the Reporting Person will beneficially own 16,445,894 shares of Common Stock, par value $0.001 per share, of the
Issuer (“Common Stock”) and 12,799,999 shares of Class B Common Stock, par value $0.001 per share, of the Issuer
(“Class B Common Stock”) which shares constitute 13.5% of the outstanding shares of Common Stock and 100% of the
outstanding shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one
share of Common Stock. Assuming the conversion of all of the Reporting Person’s shares of Class B Common Stock into shares of
Common Stock, the Reporting Person beneficially owns 21.7% of the outstanding shares of Common Stock (calculated in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended). Because each share
of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per
share, the Reporting Person may be deemed to beneficially own equity securities of the Issuer representing approximately 57.8% of
the voting power of the Issuer. The foregoing beneficial ownership amounts exclude shares of Common Stock beneficially owned by the
executive officers and directors of the Reporting Person. The foregoing beneficial ownership amounts are based on there being
outstanding, as of the close of business on February 12, 2021, 122,029,254 shares of Common Stock and 12,799,999 shares of Class B
Common Stock, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC
on February 19, 2021, and calculated in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended. Mr. Gregory B. Maffei beneficially owns 28,588 shares of Common Stock. The Maffei
Foundation beneficially owns 1,938 shares of Common Stock, as to which shares Mr. Maffei has disclaimed beneficial ownership. Mr.
Michael Gregory O’Hara beneficially owns 2,822 shares of Common Stock underlying restricted stock units that vest on March 27,
2021 and following the closing of the transactions contemplated by the Repurchase Agreement, Mr. O'Hara may be deemed to
beneficially own the 1,713,859 shares of Common Stock to be delivered to Certares in connection with the Closing. Mr. Albert E. Rosenthaler
beneficially owns 23,680 shares of Common Stock.
(b)
The Reporting Person has the sole power to vote or to direct the voting of shares of Common Stock beneficially owned by it and
has the sole power to dispose or direct the disposition of such shares, subject to the pledges and restrictions previously described in
Item 6 of the Schedule 13D.
To the knowledge of the Reporting
Person, each of Mr. Maffei and Mr. Rosenthaler have sole voting and dispositive power of the Common Stock beneficially owned by them.
Mr. Maffei and his wife, as the two directors of the Maffei Foundation, have shared voting and dispositive power with respect to any shares
held by the Maffei Foundation. Mr. O'Hara, an employee of Certares Management LLC or one of its affiliates (collectively, “Certares
Management”), holds the shares of Common Stock beneficially owned by him for the benefit of Certares Management.
(c)
During the past sixty days, Mr. Michael J. Malone sold an aggregate of 12,125 shares of Common Stock in an open market transaction
at $37.30 per share. Other than as disclosed in this Statement, no transactions were effected by the Reporting Person, or, to the knowledge
of the Reporting Person, any Schedule 1 Person, with respect to the Common Stock during the 60 days preceding the date hereof.
(d)
Not applicable.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
The information contained
in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
2021 Stock Repurchase Agreement
On March 22, 2021, the
Reporting Person and Certares entered into a stock repurchase agreement (the “Repurchase Agreement”) pursuant to
which, among other things, the Reporting Person agreed to repurchase from Certares approximately 39% of the shares of Series A
Preferred Stock of the Reporting Person (the “Series A Preferred Stock”) held by Certares (or approximately 42%
of the shares of Series A Preferred Stock held by Certares assuming the initial purchasers in the Offering (as defined below) elect
to exercise in full the option to purchase additional debentures granted to them) at a per share price of $2,714.29. The aggregate
purchase price for the shares of Series A Preferred Stock will be paid by a combination of cash and delivery of 1,713,859 shares of
Common Stock.
The closing under the Repurchase
Agreement is subject to the satisfaction or waiver, at or prior to such closing, of certain conditions, including (i) the closing of
the Reporting Person’s previously announced private offering of $300 million aggregate original principal amount of the Reporting
Person’s exchangeable senior debentures due 2051 (the “Offering”) with a minimum aggregate initial principal
amount of $300 million, (ii) the termination of the Reporting Person’s $25 million Senior Secured Revolving Credit Facility and
(iii) certain other customary closing conditions. In the event the initial purchasers of such debentures exercise their overallotment
option, the Reporting Person will purchase additional shares of Series A Preferred Stock at a second closing at the same per share price
as described above.
The Repurchase Agreement also provides that, subject
to certain limited exceptions, Certares will be prohibited from transferring any shares of Common Stock for a period of six months commencing
on the date of the Repurchase Agreement.
A more complete summary of the Repurchase Agreement
is included in the Reporting Person’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22,
2021. The summary of the Repurchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Repurchase Agreement, which is filed herewith as Exhibit 7(f), and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
The
information contained in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
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7(f)
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Stock Repurchase Agreement, dated as of March 22, 2021, by and between Liberty TripAdvisor Holdings, Inc. and Certares LTRIP LLC.
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7(g)
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Assistant Secretary’s Certificate.
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SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: March 24, 2021
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LIBERTY TRIPADVISOR HOLDINGS, INC.
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By:
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/s/ Brittany A. Uthoff
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Name:
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Brittany A. Uthoff
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Title:
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Vice President
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[Signature Page to Liberty TripAdvisor Holdings, Inc. Amendment No. 4 to Schedule 13D]
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY TRIPADVISOR HOLDINGS, INC.
The name and present principal occupation
of each director and executive officer of Liberty TripAdvisor Holdings, Inc. (“LTAH”) are set forth below. Unless
otherwise noted, the business address for each person listed below is c/o Liberty TripAdvisor Holdings, Inc., 12300 Liberty Boulevard,
Englewood, Colorado 80112. All executive officers and directors listed are United States citizens.
Name and Business Address
(If Applicable)
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Principal Occupation and Principal Business
(If Applicable)
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Gregory B. Maffei
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Chairman of the Board, President and Chief Executive Officer of LTAH
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Michael Gregory O’ Hara
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Director of LTAH
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Michael J. Malone
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Director of LTAH
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Chris Mueller
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Director of LTAH
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Albert E. Rosenthaler
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Chief Corporate Development Officer and Director of LTAH
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Larry E. Romrell
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Director of LTAH
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J. David Wargo
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Director of LTAH
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Brian J. Wendling
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Chief Financial Officer and Senior Vice President of LTAH
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Renee L. Wilm
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Chief Legal Officer and Chief Administrative Officer of LTAH
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EXHIBIT INDEX
Exhibit
No.
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Description
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7(a)
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Governance
Agreement, dated as of December 20, 2011, by and between TripAdvisor, Inc. and Liberty Interactive Corporation (incorporated by reference
to Exhibit 99.3 to Liberty Interactive Corporation’s Schedule 13D in respect of common stock of TripAdvisor, Inc., filed with the
Securities and Exchange Commission on December 30, 2011).*
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7(b)
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Assignment
and Assumption of Governance Agreement, made as of August 12, 2014, by and among Liberty TripAdvisor Holdings, Inc., Liberty Interactive
Corporation and TripAdvisor, Inc.*
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7(c)
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Assistant
Secretary’s Certificate.*
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7(d)
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Investment Agreement, dated as
of March 15, 2020, by and among Liberty TripAdvisor Holdings, Inc., the investors listed in Schedule I thereto, and solely for purposes
of certain provisions therein, Gregory B. Maffei (incorporated by reference to Exhibit 4.1 to the Reporting Person’s Current Report
on Form 8-K, filed with the SEC on March 16, 2020).*
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7(e)
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Certificate of Designations of
8% Series A Cumulative Redeemable Preferred Stock of Liberty TripAdvisor Holdings, Inc. (incorporated by reference to Exhibit 3.1 to
the Reporting Person’s Current Report on Form 8-K, filed with the SEC on March 16, 2020).*
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7(f)
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Stock Repurchase Agreement, dated as of March 22, 2021, by
and between Liberty TripAdvisor Holdings, Inc. and Certares LTRIP LLC.
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7(g)
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Assistant Secretary’s Certificate.
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*Previously filed.
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