TripAdvisor, Inc. — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2012-12-11

Reporting Person: DILLER BARRY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Common Stock	M	74803	$7.80	Acquired	4702370	Direct
2012-12-11	Common Stock	M	32793	$9.75	Acquired	4735163	Direct
2012-12-11	Common Stock	S	74803	$62.50	Disposed	4660360	Direct
2012-12-11	Common Stock	S	32793	$62.50	Disposed	4627567	Direct
2012-12-11	Common Stock	S	4627567	$62.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Option to purchase common stock	$7.80	M	74803	Disposed	2016-03-02	Common Stock (74803)	Direct
2012-12-11	Option to purchase common stock	$9.75	M	32793	Disposed	2016-03-02	Common Stock (32793)	Direct

Footnotes

F1: The Option vests with respect to one-fourth of the total number of underlying shares on the first vesting date and with respect to an additional one-fourth of the underlying shares each anniversary thereafter until the option becomes fully vested.

F2: The Option is fully vested.

F3: On December 11, 2012, the beneficial and record owner of the shares, the Revocable Trust under the Trust Agreement of the Arrow 1999 Trust, as restated on December 21, 2011 by the Reporting Person, as Settlor and Trustee, sold the shares to Liberty USA Holdings, LLC.