TripAdvisor, Inc. — Director's Dealing 2021

Mar 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2021-03-25

Reporting Person: Liberty TripAdvisor Holdings, Inc. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-25	0.50% Exch. Senior Debentures due 2051 (obligation to sell)	$	S		Disposed		Common Stock, par value $0.001 per share (4298970)	Direct

Footnotes

F1: On March 25, 2021, the reporting person sold, pursuant to a purchase agreement, $300,000,000 aggregate principal amount of its 0.50% exchangeable senior debentures due 2051 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 14.3299 shares of the issuer's common stock, par value $0.001 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement, or a combination thereof.

F2: Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on March 27, 2025, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after March 27, 2025 at any time, or (ii) in whole, but not in part, prior to March 27, 2025, after the occurrence of certain conditions or events.

F3: The Debentures mature on June 30, 2051.