SEC Form 4 · accession 0001104659-16-125985
TripAdvisor, Inc. · TRIP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward sale contract (obligation to sell)F1 | — | Jun 6, 2016 | J | 7,000,000 | A | — | — | Common Stock, par value $0.001 per share | 7,000,000 | 7,000,000 | I |
Explanation of responses
- F1On June 6, 2016 (the "Trade Date"), Liberty TripAdvisor, LLC ("Counterparty"), which is a wholly owned subsidiary of the reporting person, entered into the Forward Contract (as described in the Remarks section).
Remarks
On June 6, 2016, Counterparty entered into a variable forward sale transaction with an unaffiliated third party buyer (the "Forward Contract"). The Forward Contract obligates Counterparty to deliver to buyer up to 7,000,000 shares of TripAdvisor common stock (the "Number of Shares") over a 20 trading day period starting on May 13, 2020 (or, at Counterparty's election, an equivalent amount of cash based on the arithmetic average of the VWAP prices of the shares over the same period (the "Settlement Price")). In exchange for assuming this obligation, Counterparty will be entitled to receive $258,940,500 (the "Initial Proceeds") on the initial settlement date of June 10, 2016, or on any subsequent date an amount equal to the Initial Proceeds grown at a compounded overnight rate equal to Fed Funds. Counterparty pledged 7,000,000 shares of TripAdvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and retained dividend and voting rights in the Pledge Shares during the term of the pledge. The number of shares of TripAdvisor common stock to be delivered to buyer at the end of the Forward Contract is to be determined as follows: (a) if the Settlement Price of TripAdvisor common stock is less than $38.9025 (the "Floor Price"), Counterparty will deliver to buyer all of the Pledge Shares; (b) if the Settlement Price is between the Floor Price and $98.9625 (the "Cap Price"), Counterparty will deliver to buyer a number of Pledge Shares equal to the Settlement Price minus the Cap Price multiplied by the Number of Shares; and (c) if the Settlement Price is greater than the Cap Price, Counterparty will deliver to buyer a number of Pledge Shares equal to the Floor Price plus the Settlement Price minus the Cap Price divided by the Settlement Price multiplied by the Number of Shares.