SEC Form 4 · accession 0001127602-19-009288
TripAdvisor, Inc. · TRIP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dermot Halpin
Officer — President, Rentals&Experiences
Period of report
Feb 27, 2019
Accepted (ET)
Mar 1, 2019 · 6:18 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 OptionF1 | $54.13 | Feb 27, 2019 | A | 22,401 | A | Feb 15, 2020 | Feb 27, 2029 | Common Stock, Par Value $.001 Per Share | 22,401 | 22,401 | D |
| Restricted Stock UnitsF2 | $0.00 | Feb 27, 2019 | A | 18,474 | A | Feb 15, 2020 | Feb 16, 2023 | Common Stock | 18,474 | 18,474 | D |
| Restricted Stock Units (TSR performance-based)F3,F4 | $0.00 | Feb 27, 2019 | A | 9,237 | A | Feb 15, 2022 | Feb 16, 2022 | Common Stock, Par Value $.001 Per Share | 9,237 | 9,237 | D |
Explanation of responses
- F1Date at which first vesting occurs is indicated. One-fourth of the total number of stock options vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the stock options are fully vested.
- F2Date at which first vesting occurs is indicated. One-fourth of the total number of RSUs vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the RSUs are fully vested. Upon vesting, shares will be issued on a one-for-one basis.
- F3The performance-based RSUs ("PSUs") will vest and settle shortly following expiration of the performance period which ends on December 31, 2021.
- F4The actual number of PSUs to vest and settle will be 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, 2019 and ending December 31, 2021.