SEC Form 4 · accession 0001127602-17-033566
TripAdvisor, Inc. · TRIP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Kaufer
Officer — President and CEO · Director
Period of report
Nov 28, 2017
Accepted (ET)
Nov 30, 2017 · 5:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001526520
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1 | $34.71 | Nov 28, 2017 | A | 780,000 | A | Aug 1, 2021 | Nov 28, 2027 | Common Stock | 780,000 | 780,000 | D |
| Restricted Stock UnitsF2 | $0.00 | Nov 28, 2017 | A | 426,000 | A | Aug 1, 2021 | Aug 1, 2022 | Common Stock | 426,000 | 426,000 | D |
| Restricted Stock UnitsF3 | $0.00 | Nov 28, 2017 | A | 266,250 | A | Dec 31, 2018 | Dec 31, 2021 | Common Stock | 266,250 | 266,250 | D |
| Restricted Stock UnitsF4 | $0.00 | Nov 28, 2017 | A | 266,250 | A | Dec 31, 2020 | Dec 31, 2020 | Common Stock | 266,250 | 266,250 | D |
Explanation of responses
- F1The options vest and become exercisable in two equal annual installments on each of August 1, 2021 and August 1, 2022.
- F2The Restricted Stock Units ("RSUs") vest and settle in two equal annual installments on each of August 1, 2021 and August 1, 2022.
- F3One quarter of the RSUs may vest and settle annually based on actual performance relative to the targets established for each of the four fiscal years ending December 31, 2018; December 31, 2019; December 31, 2020 and December 31, 2021. Although the actual performance metrics, targets and weightings have not yet been established, it is currently contemplated that the performance metrics will be based on one-year financial and/or strategic goals to be established each year.
- F4Up to a maximum of 266,250 RSUs will vest and settle based on the extent to which the Issuer's relative total shareholder return ("TSR") equals or exceeds the TSR of the Nasdaq Composite Total Return Index during the performance period beginning January 1, 2018 and ending December 31, 2020.