TripAdvisor, Inc. — Director's Dealing 2015

Apr 28, 2015

SEC Form 4/A — Form 4/A

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2011-12-21

Reporting Person: Philips Jeremy (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-21	Common Stock	A	3614	—	Acquired	10863	Direct

Footnotes

F1: Represents shares underlying Restricted Stock Units ("RSUs") granted under the Issuer's 2011 Stock and Annual Incentive Plan, as amended. Such shares vest 1,807 on each of 12/21/13 and 12/21/14. A total of 5,421 RSUs were originally granted on 12/21/11, such RSUs vesting in three annual installments on each anniversary of the date of grant.

F2: The RSUs were received as an award for no cash consideration.

F3: The RSUs were originally disclosed in Form 4 filed 12/22/11, with the initial vestings described on Forms 4 filed 12/21/12 and 12/24/13. This amendment is being filed to reflect the RSUs as shares of Common Stock subject to vesting requirements which is consistent with the way the Issuer described the RSUs awarded after 12/21/2011.