Form 4 for TRIP TripAdvisor, Inc.
Accepted 2024-12-23 00:00:00 ET · period of report 2024-12-19 · accession 0001104659-24-131290 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-12-23 | 2024-12-19 | TRIP | Liberty TripAdvisor Holdings, Inc. | Dir, 10% | J - Other | — | -2.42M | 14.02M | -15% | — |
| DI | 2024-12-23 | 2024-12-19 | TRIP | Liberty TripAdvisor Holdings, Inc. | Dir, 10% | J - Other | — | -2.42M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-12-19 | J | D | 2,422,210 | — | 14,023,684 | I Held through Wholly-Owned Subsidiary | — | — | (F1) On March 9, 2020, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person ("Counterparty"), entered into an agreement establishing the terms and conditions of a variable forward transaction (the "Forward Contract") with an unaffiliated third party buyer ("Buyer"). On March 13, 2020, Buyer ended the initial hedging period and the number of shares of TripAdvisor, Inc. (the "Issuer") common stock ("Common Stock") subject to the Forward Contract was set at 2,422,210 (the "Number of Shares") and the initial share price was set at $19.1707 pursuant to the terms of the Forward Contract, as further described in "Remarks" below. On December 19, 2024, the Forward Contract settled and the Reporting Person elected to settle its delivery obligations under the Forward Contract by physical settlement, resulting in delivery of the full Number of Shares to Buyer and received from Buyer a final payment of $602,404. |
| 2 | Derivative | Forward sale contract (obligation to sell) | 2024-12-19 | J | D | 2,422,210 | — | 0 | I Held through Wholly-Owned Subsidiary | — · — to — | 2,422,210 Common Stock, par value $0.001 per share | (F1) On March 9, 2020, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person ("Counterparty"), entered into an agreement establishing the terms and conditions of a variable forward transaction (the "Forward Contract") with an unaffiliated third party buyer ("Buyer"). On March 13, 2020, Buyer ended the initial hedging period and the number of shares of TripAdvisor, Inc. (the "Issuer") common stock ("Common Stock") subject to the Forward Contract was set at 2,422,210 (the "Number of Shares") and the initial share price was set at $19.1707 pursuant to the terms of the Forward Contract, as further described in "Remarks" below. On December 19, 2024, the Forward Contract settled and the Reporting Person elected to settle its delivery obligations under the Forward Contract by physical settlement, resulting in delivery of the full Number of Shares to Buyer and received from Buyer a final payment of $602,404. |