Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-23-007110
Date:2023-02-22
Issuer: TRIPADVISOR, INC. (TRIP)
Original Submission Date:

Reporting Person:

NOONAN MICHAEL
C/O TRIPADVISOR, INC.
400 1ST AVENUE NEEDHAM, MA 02494

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2023-02-22 deemed execution date A 67,446 (a) 2024-02-15 2028-02-15 common stock 67,446 $0.00 67,446 direct
RESTRICTED STOCK UNITS (PERFORMANCE-BASED) 0.0 2023-02-22 deemed execution date A 67,446 (a) 2024-12-31 2025-12-31 restricted stock units 67,446 $0.00 67,446 direct
Footnotes
IDfootnote
f1 date at which first vesting occurs is indicated. 25% of the total number of rsus vest on february 15, 2024, and 6.25% will vest quarterly thereafter. the award is fully vested on february 15, 2028.
f2 the number of psus to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings to be established by the compensation committee for the performance period ended december 31, 2024. the number of derivative securities set forth above is the target number of psus. the actual number of psus will vest and settle 50% on or about december 31, 2024 and the remaining 50% on december 31, 2025.
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