TRUPANION, INC. — Director's Dealing 2014

Jul 17, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TRUPANION INC. (TRUP)
CIK: 0001371285
Period of Report: 2014-07-17

Reporting Person: RAWLINGS DARRYL (Director, President and CEO, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	701262	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (70)		Direct
Special Voting Shares	$		Common Stock (1025559)		Direct
Stock Option (right to buy)	$0.90	2018-12-04	Common Stock (544592)		Direct
Stock Option (right to buy)	$1.04	2021-09-23	Common Stock (309679)		Direct

Footnotes

F1: Represents unvested restricted stock subject to the issuer's right of repurchase as of the date of this filing, which repurchase right lapses over time.

F2: Each share of the issuer's Series B Convertible Preferred Stock will be converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

F3: Each exchangeable share of Trupanion Canadian Shareholders, Ltd., a Canadian subsidiary of the issuer, will be automatically exchanged for 10 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO, which will trigger a mandatory redemption of each Special Voting Share, which Special Voting Share has no expiration date.

F4: The option is fully vested.

F5: The option vested as to 1/4 of the total shares on September 23, 2012, with an additional 1/48th of the total shares vesting monthly thereafter, subject to continued service through each vesting date.