SEC Form 4 · accession 0001082906-18-000025

TripAdvisor, Inc. · TRIP

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

Reporting owner

Jay C Hoag

Director

Period of report

Jun 21, 2018

Accepted (ET)

Jun 25, 2018 · 9:30 pm EDT

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^F1,F2	Jun 21, 2018	A	4,383	$0.00	A	7,168	D
Common Stock^F3	holding	—	—		—	1,613,606	I	TCV IX Tumi, L.P.
Common Stock^F4	holding	—	—		—	455,300	I	TCV IX TUMI (A), L.P.
Common Stock^F5	holding	—	—		—	86,179	I	TCV IX TUMI (B), L.P.
Common Stock^F6	holding	—	—		—	125,915	I	TCV IX TUMI (MF), L.P.

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Represents shares underlying RSUs granted under the Issuer's 2011 Amended and Restated Stock and Annual Incentive Plan, as amended, granted in consideration for services as a member of the Issuer's Board of Directors. Such RSUs vest in full on the first anniversary of the grant date.
F2Jay 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.
F3These 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.
F4These 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.
F5These 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.
F6These shares are directly held by TCV TUMI (MF), L.P. ("TCV TUMI MF"). 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 MF. Mr. Hoag is also a limited partner of TCV Member Fund, L.P., which is the sole limited partner of TCV TUMI MF. Mr. Hoag may be deemed to beneficially own the shares held by TCV TUMI MF, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.