TripAdvisor, Inc. — Director's Dealing 2018

Feb 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2018-01-31

Reporting Person: HOAG JAY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-31	Common Stock	A	2785	—	Acquired	2785	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1613606	Indirect
Common Stock	455300	Indirect
Common Stock	86179	Indirect
Common Stock	125915	Indirect

Footnotes

F1: These shares are directly held by TCV IX TUMI, L.P. ("TCV TUMI"). Jay C.Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: These shares are directly held by TCV IX TUMI (A), L.P. ("TCV TUMI A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI A. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: These shares are directly held by TCV IX TUMI (B), L.P. ("TCV TUMI B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI B. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: These shares are directly held by TCV TUMI (MF), L.P. ("TCV TUMI MF"). Each of the TCM Members are Class A Members of Management IX and limited partners of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI MF. The TCM Members are also limited partners of TCV Member Fund, L.P., which is the sole limited partner of TCV TUMI MF. The TCM Members may be deemed to beneficially own the shares held by TCV TUMI MF, but the TCM Members disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F5: Represents shares underlying Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2011 Stock and Annual Incentive Plan granted in consideration for service as a member of the issuer's Board of Directors. Such RSUs vest on the first anniversary of the date of grant.

F6: Jay C. Hoag has sole voting and dispositive power over the RSUs he holds directly. However, TCV IX Management, L.L.C. has a right to 100% of the pecuniary interest in such RSUs. Mr. Hoag is a Member of
TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares underlying such RSUs except to the extent of his pecuniary interest therein.