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: Kaufer Stephen (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common stock	M	4347	$0.00	Acquired	229739	Direct
2012-02-27	Common stock	F	1465	$31.80	Disposed	228274	Direct
2012-02-28	Common stock	M	3895	$0.00	Acquired	232169	Direct
2012-02-28	Common stock	F	1237	$31.91	Disposed	230932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Restricted stock units	$0	M	4347	Disposed	2012-02-27	Common Stock (4347)	Direct
2012-02-28	Restricted stock units	$0	M	3895	Disposed	2013-02-28	Common Stock (3895)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted stock units	$0	2012-03-02	Common Stock (58776)	58776	Direct
Options to purchase common stock	$9.75	2016-03-02	Common Stock (28314)	28314	Direct
Options to purchase common stock	$7.80	2016-03-02	Common Stock (72124)	72124	Direct
Options to purchase common stock	$23.76	2017-02-23	Common Stock (54113)	54113	Direct
Options to purchase common stock	$20.87	2018-03-01	Common Stock (70785)	70785	Direct
Options to purchase common stock	$29.48	2018-11-30	Common Stock (235950)	235950	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: In connection with the Spin-Off, the reporting person's restricted stock units ("RSUs") for Old Expedia Common Stock converted into RSUs for TripAdvisor Common Stock, with adjustments to the number of shares subject to each RSU based on (1) the value of TripAdvisor common stock prior to the Spin-Off and Reverse Stock Split and (2) the value of the common stock of 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 anniversary and an additional one-fifth each anniversary thereafter until the RSUs are fully vested, subject to the satisfaction of certain performance-related conditions.

F4: 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. The terms of the initial award provide for vesting in one lump installment on the third anniversary of the grant date, March 2, 2009.

F5: In connection with the Spin-Off, each of reporting person's unvested options to purchase Old Expedia Common Stock converted into an unvested option to purchase shares of TripAdvisor Common Stock and each of reporting person's vested options to purchase Old Expedia Common Stock converted into one vested option to purchase shares of New Expedia Common Stock and one vested option to purchase shares of TripAdvisor Common Stock, with adjustments to the number of underlying shares and exercise prices based on (1) the value of TripAdvisor common stock prior to the Spin-Off and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off / Split.

F6: Other than the adjustments described above, vested and unvested options to purchase TripAdvisor 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, subject to the satisfaction of certain performance-related conditions.

F7: Other than the adjustments described above, vested and unvested options to purchase TripAdvisor 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.