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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Certares LTRIP LLC
2. Issuer Name and Ticker or Trading Symbol

TripAdvisor, Inc. [ TRIP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CERTARES MANAGEMENT LLC, 350 MADISON AVENUE, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/29/2021
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/29/2021  P  1713859 A (1)1713859 I See Footnotes (1)(2)(4)
Common Stock         7858 I See Footnotes (3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Reflects the repurchase by Liberty TripAdvisor Holdings, Inc. ("LTRIP") of 126,921 shares of LTRIP's 8% Series A Cumulative Redeemable Preferred Stock held by Certares LTRIP LLC for $252,499,142.86 in cash and 1,713,859 shares of Issuer common stock previously held by LTRIP.
(2) Reflects securities held directly by Certares LTRIP LLC. Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC are members of Certares LTRIP LLC. Certares Management LLC is the manager of each of Certares LTRIP LLC, Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC. Certares Management LLC is controlled by Clementine Investments LLC, an entity controlled by M. Gregory O'Hara, and Pemrose Corporation, an entity wholly-owned by Colin Farmer. Mr. O'Hara serves as a director of the Issuer and each of the Reporting Persons may be deemed to be a director by deputization of the Issuer.
(3) Represents securities granted under the Issuer's 2018 Stock and Annual Incentive Plan to Mr. O'Hara in consideration for services rendered as a member of the Issuer's Board of Directors. Mr. O'Hara is an employee of Certares Management LLC or one of its affiliates. Pursuant to policies of Certares Management LLC and its affiliates (collectively, "Certares"), Mr. O'Hara holds such securities for the benefit of Certares, including one or more of the Reporting Persons.
(4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Certares LTRIP LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X


OHara Michael Gregory
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK 10017
X


Certares Holdings LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X


Certares Holdings (Blockable) LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X


Certares Holdings (Optional) LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X


Certares Management LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X


Clementine Investments LLC
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X


Pemrose Corp
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X


FARMER COLIN MICHAEL
C/O CERTARES MANAGEMENT LLC
350 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017
X



Signatures
CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

CERTARES HOLDINGS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

CERTARES HOLDINGS (BLOCKABLE) LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

CERTARES HOLDINGS (OPTIONAL) LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

CERTARES MANAGEMENT LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

CERTARES LTRIP LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

CLEMENTINE INVESTMENTS LLC, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

PEMROSE CORPORATION, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

MICHAEL GREGORY O'HARA, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

COLIN M. FARMER, By: /s/ Linda C. Frazier as Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

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