TripAdvisor, Inc. — Director's Dealing 2012

Dec 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2012-12-14

Reporting Person: DILLER BARRY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	M	42010	$9.75	Acquired	42010	Direct
2012-12-15	Common Stock	A	3599	—	Acquired	45609	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Option to purchase common stock	$9.75	M	42010	Disposed	2016-03-02	Common Stock (42010)	Direct

Footnotes

F1: The Option is fully vested.

F2: Represents shares underlying Restricted Stock Units (the "RSUs") granted under the Issuer's 2011 Stock and Annual Incentive Plan that vest with respect to 33 1/3% of the RSUs on the first and second anniversaries of the grant date (December 15, 2012) and the remainder on the third anniversary of the grant date.

F3: The RSUs were received as an award for no consideration.