TRUPANION, INC. — Director's Dealing 2014

Jul 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUPANION INC. (TRUP)
CIK: 0001371285
Period of Report: 2014-07-23

Reporting Person: Maveron General Partner III LLC (10% Owner)
Reporting Person: Maveron Equity Partners III, L.P. (10% Owner)
Reporting Person: Maveron III Entrepreneurs Fund, L.P. (10% Owner)
Reporting Person: MEP Associates III, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-23	Common Stock	C	3673730	—	Acquired	3799961	Indirect
2014-07-23	Common Stock	C	1210920	—	Acquired	5010881	Indirect
2014-07-23	Common Stock	C	545165	—	Acquired	5556046	Indirect
2014-07-23	Common Stock	C	155880	—	Acquired	161236	Indirect
2014-07-23	Common Stock	C	51364	—	Acquired	212600	Indirect
2014-07-23	Common Stock	C	23131	—	Acquired	235731	Indirect
2014-07-23	Common Stock	C	503720	—	Acquired	521027	Indirect
2014-07-23	Common Stock	C	166032	—	Acquired	687059	Indirect
2014-07-23	Common Stock	C	74750	—	Acquired	761809	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-23	Series A Convertible Preferred Stock	$	C	3673730	Disposed		Common Stock (3673730)	Indirect
2014-07-23	Series A Convertible Preferred Stock	$	C	155880	Disposed		Common Stock (155880)	Indirect
2014-07-23	Series A Convertible Preferred Stock	$	C	503720	Disposed		Common Stock (503720)	Indirect
2014-07-23	Series B Convertible Preferred Stock	$	C	1210920	Disposed		Common Stock (1210920)	Indirect
2014-07-23	Series B Convertible Preferred Stock	$	C	51364	Disposed		Common Stock (51364)	Indirect
2014-07-23	Series B Convertible Preferred Stock	$	C	166032	Disposed		Common Stock (166032)	Indirect
2014-07-23	Series C Convertible Preferred Stock	$	C	545165	Disposed		Common Stock (545165)	Indirect
2014-07-23	Series C Convertible Preferred Stock	$	C	23131	Disposed		Common Stock (23131)	Indirect
2014-07-23	Series C Convertible Preferred Stock	$	C	74750	Disposed		Common Stock (74750)	Indirect

Footnotes

F1: Each share of the issuer's Series A Convertible Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 23, 2014 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-196814) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.

F2: Maveron General Partner III LLC ("Maveron LLC"), which is the general partner of Maveron Equity Partners III, L.P. ("Maveron Equity"), has sole voting and investment power over the securities held by Maveron Equity. Maveron LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron LLC and may be deemed to share voting and investment power over the shares held of record by Maveron Equity. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: Each share of the issuer's Series B Convertible Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 23, 2014 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

F4: Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 23, 2014 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

F5: Maveron LLC, which is the general partner of Maveron III Entrepreneurs' Fund L.P. ("Maveron Entrepreneurs"), has sole voting and investment power over the securities held by Maveron Entrepreneurs. Maveron LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron LLC and may be deemed to share voting and investment power over the shares held of record by Maveron Entrepreneurs. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F6: Maveron LLC, which is the general partner of MEP Associates III, L.P. ("MEP"), has sole voting and investment power over the securities held by MEP. Maveron LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron LLC and may be deemed to share voting and investment power over the shares held of record by MEP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.