TripAdvisor, Inc. — Director's Dealing 2012

Dec 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2012-12-21

Reporting Person: KHOSROWSHAHI DARA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	Common Stock	M	160000	—	Acquired	289520	Direct
2012-12-19	Common Stock	F	58320	$38.39	Disposed	231200	Direct
2012-12-21	Common Stock	M	1807	—	Acquired	233007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-19	Restricted Stock Units	$0	M	160000	Disposed		Common stock (160000)	Direct
2012-12-21	Restricted Stock Units	$0	M	1807	Disposed	2014-12-21	Common Stock (1807)	Direct

Footnotes

F1: Represents Restricted Stock Units (the "RSUs") for shares of the Issuer's common stock awarded pursuant to that certain Restricted Stock Unit Agreement with the reporting person, dated as of December 20, 2011 (the "RSU Agreement"). Pursuant to the RSU Agreement, 50% of the RSUs vested on December 11, 2012. The remaining 50% of the RSUs under the RSU Agreement shall vest if and when the Issuer satisfies performance-related goals. Upon achievement of these performance goals, 75% of the RSUs will vest immediately and the remaining 25% of the RSUs will vest one year from such achievement, subject in each case to certain service conditions provided in the RSU Agreement.

F2: Date at which first vesting has occured is indicated. One-third of the total number of the RSUs vest on the first vesting date and an additional one-third each anniversary thereafter until the RSUs are fully vested.