TRUPANION, INC. — Director's Dealing 2019

Feb 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUPANION, INC. (TRUP)
CIK: 0001371285
Period of Report: 2019-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-25	Common Stock	S	4000	$29.6975	Disposed	1547421	Direct
2019-02-25	Common Stock	M	4878	—	Acquired	1552299	Direct
2019-02-25	Common Stock	F	1919	—	Disposed	1550380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-22	Restricted Stock Unit (RSU)	$29.93	A	24080	Acquired	2023-02-25	Common Stock (24080.0)	Direct
2019-02-25	Restricted Stock Unit (RSU)	$28.01	M	4878	Disposed	2022-02-25	Common Stock (4878.0)	Direct

Footnotes

F1: The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person on November 13, 2018, in order to implement a plan of financial diversification. Accordingly, the reporting person had no discretion with regard to the timing of the transaction. In aggregate, the reporting person's plan is Rule 10b5-1 trading plan is part of a diversification strategy on the part of the reporting person to diversify up to 25% of the reporting person's holdings as of the date of the Company's initial public offering in July 2014 from the inception of the Rule 10b5-1 trading plan through 2025.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.48 to $30.07 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

F3: This Form 4 discloses the shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting of the restricted stock units, and does not represent a sale by the reporting person.

F4: The RSU vests and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2020, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date.

F5: The RSU vests and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2019, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date.