SEC Form 4 · accession 0001082906-18-000014

TripAdvisor, Inc. · TRIP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jay C Hoag

Director

Period of report

Jan 31, 2018

Accepted (ET)

Feb 2, 2018 · 8:00 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001526520

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F5,F6	Jan 31, 2018	A	2,785	$0.00	A	2,785	D
Common Stock^F1	holding	—	—		—	1,613,606	I	TCV IX Tumi, L.P.
Common Stock^F2	holding	—	—		—	455,300	I	TCV IX TUMI (A), L.P.
Common Stock^F3	holding	—	—		—	86,179	I	TCV IX TUMI (B), L.P.
Common Stock^F4	holding	—	—		—	125,915	I	TCV IX TUMI (MF), L.P.

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1These shares are directly held by TCV IX TUMI, L.P. ("TCV TUMI"). Jay C.Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2These shares are directly held by TCV IX TUMI (A), L.P. ("TCV TUMI A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI A. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3These shares are directly held by TCV IX TUMI (B), L.P. ("TCV TUMI B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI B. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4These shares are directly held by TCV TUMI (MF), L.P. ("TCV TUMI MF"). Each of the TCM Members are Class A Members of Management IX and limited partners of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner of TCV TUMI MF. The TCM Members are also limited partners of TCV Member Fund, L.P., which is the sole limited partner of TCV TUMI MF. The TCM Members may be deemed to beneficially own the shares held by TCV TUMI MF, but the TCM Members disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F5Represents shares underlying Restricted Stock Units ("RSUs") granted under the Issuer's Amended and Restated 2011 Stock and Annual Incentive Plan granted in consideration for service as a member of the issuer's Board of Directors. Such RSUs vest on the first anniversary of the date of grant.
F6Jay C. Hoag has sole voting and dispositive power over the RSUs he holds directly. However, TCV IX Management, L.L.C. has a right to 100% of the pecuniary interest in such RSUs. Mr. Hoag is a Member of TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares underlying such RSUs except to the extent of his pecuniary interest therein.