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Filing Details

Accession Number:: 0001225208-12-005275
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-02-23 18:16:27
Reporting Period:: 2012-02-21

Filing Date:: 2012-02-23
Accepted Time:: 2012-02-23 18:16:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1526520	Tripadvisor Inc.	TRIP	Services-Computer Programming, Data Processing, Etc. (7370)	800743202

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1184237	Dara Khosrowshahi	C/O Expedia, Inc. 333 108Th Avenue N.e. Bellevue WA 98004		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-02-21	62,336	$7.80	188,257	No	4	M	Direct
Common Stock	Disposition	2012-02-21	62,336	$30.50	125,921	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Options to Purchase Common Stock	Disposition	2012-02-21	62,336	$0.00	62,336	$7.80

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2011-12-20	2016-03-02	No	4	M	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Options to Purchase Common Stock	$23.76	2011-12-20	2017-02-23	37,401	37,401	Direct
Common Stock	Restricted Stock Units	$0.00			320,000	320,000	Direct
Common Stock	Restricted Stock Units	$0.00	2012-12-21	2014-12-21	5,421	5,421	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-02-23	37,401	37,401	Direct
	320,000	320,000	Direct
2014-12-21	5,421	5,421	Direct

Footnotes

Includes shares of Common Stock of the issuer ("TripAdvisor") received in connection with the spin-off by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split") was effected by way of a reclassification, pursuant to which each share of Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock").
The price in Column 4 is a weighted average sale price. The prices actually received ranged from $30.50 to $30.52. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
Represents vested options to purchase TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, each of the reporting person's vested options to purchase shares of Old Expedia Common Stock converted into one vested option to purchase shares of New Expedia Common Stock and one vested option to purchase shares of TripAdvisor Common Stock, with adjustments to the number of shares subject to each vested option and the option exercise prices based on (1) the value of Expedia common stock prior to the Spin-Off and the Reverse Stock Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off and the Reverse Stock Split.
Other than the adjustments described in the footnote above, vested options to purchase TripAdvisor Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split.
Represents performance-based restricted stock units ("RSUs") representing the right to receive shares of TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, the reporting person's performance-based RSUs for Old Expedia Common Stock converted equally into RSUs for New Expedia Common Stock and RSUs for TripAdvisor Common Stock, with adjusted performance goals. As previously reported, amount does not include RSUs for which beneficial ownership was transferred to reporting person's former spouse pursuant to a property settlement agreement in connection with separation proceedings.
The RSUs for shares of TripAdvisor Common Stock vest if and when TripAdvisor satisfies performance-related goals. Upon achievement of these performance goals, 75% of the RSUs will vest immediately, subject to the reporting person's agreement to provide service to TripAdvisor for an additional two years, and the remaining 25% of the RSUs will vest one year from such achievement, subject to certain service conditions.