TripAdvisor, Inc. — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2012-02-27

Reporting Person: DILLER BARRY (Director, Sr Executive; Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common stock	M	9213	$0.00	Acquired	4625271	Direct
2012-02-27	Common stock	F	3861	$31.80	Disposed	4621410	Direct
2012-02-28	Common stock	M	10317	$0.00	Acquired	4631727	Direct
2012-02-28	Common stock	F	4160	$31.91	Disposed	4627567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Restricted stock units	$0	M	9213	Disposed	2012-02-27	Common Stock (9213)	Direct
2012-02-28	Restricted stock units	$0	M	10317	Disposed	2013-02-28	Common Stock (10317)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to purchase common stock	$30.19	2015-06-07	Common Stock (1196856)	1196856	Direct
Options to purchase common stock	$40.64	2015-06-07	Common Stock (698166)	698166	Direct
Options to purchase common stock	$7.80	2016-03-02	Common Stock (99738)	99738	Direct
Options to purchase common stock	$9.75	2016-03-02	Common Stock (74803)	74803	Direct
Options to purchase common stock	$23.76	2017-02-23	Common Stock (99738)	99738	Direct
Options to purchase common stock	$20.87	2018-03-01	Common Stock (49869)	49869	Direct

Footnotes

F1: Includes shares of Common Stock of the issuer ("TripAdvisor") received in connection with the spin-off by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split") was effected by way of a reclassification, pursuant to which each share of Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock").

F2: Represents restricted stock units ("RSUs") representing the right to receive shares of TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, for every two of the reporting person's RSUs for Old Expedia Common Stock, the reporting person received one RSU for New Expedia Common Stock and one RSU for TripAdvisor Common Stock, with adjustments to the number of shares subject to each RSU based on (1) the value of Expedia common stock prior to the Spin-Off and Reverse Stock Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off and the Reverse Stock Split.

F3: Other than the adjustments described above, RSUs for TripAdvisor Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same vesting periods, as his RSUs for Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. One-fifth of the total number of RSUs vest on the first vesting date and an additional one-fifth each anniversary thereafter until the RSUs are fully vested, subject to the satisfaction of certain performance-related conditions.

F4: Represents vested and unvested options to purchase TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, each of the reporting person's vested and unvested options to purchase shares of Old Expedia Common Stock converted into one vested or unvested, as applicable, option to purchase shares of New Expedia Common Stock and one vested or unvested, as applicable, option to purchase shares of TripAdvisor Common Stock, with adjustments to the number of shares subject to each option and the option exercise prices based on (1) the value of Expedia common stock prior to the Spin-Off and the Reverse Stock Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off and the Reverse Stock Split.

F5: Other than the adjustments described above, vested and unvested options to purchase New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. The terms of the initial grant provide for vesting in one lump installment on the fifth anniversary of the grant date, June 7, 2005, and expiration on the tenth anniversary of the grant date.

F6: Other than the adjustments described above, vested and unvested options to purchase New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. Date at which first vesting occurs is indicated. One-fourth of the total number of options vest on the first vesting date and an additional one-fourth each anniversary thereafter until the options are fully vested.

F7: Other than the adjustments described above, vested and unvested options to purchase New Expedia Common Stock received by the reporting person in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split. The terms of the initial grant provide for vesting in one lump installment on the third anniversary of the grant date, March 2, 2009, and expiration on the seventh anniversary of the grant date.