SEC Form 4 · accession 0001225208-15-009046
Liberty TripAdvisor Holdings, Inc. · LTRPA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Malone
Director
Period of report
Mar 30, 2015
Accepted (ET)
Apr 1, 2015 · 6:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606745
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Common Stock | Mar 30, 2015 | M | 5,016 | $10.87 | A | 3,990,680 | D | |
| Series A Common Stock | Mar 30, 2015 | F | 2,778 | $31.94 | D | 3,987,902 | D | |
| Series A Common StockF1 | holding | — | — | — | 172,337 | I | By Spouse |
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) - LTRPAF2,F3 | $10.87 | Mar 30, 2015 | M | 5,016 | D | — | Jun 14, 2015 | Series A Common Stock | 5,016 | 0 | D |
Explanation of responses
- F1The reporting person disclaims beneficial ownership of these shares owned by his spouse.
- F2This stock option was granted as a result of the spin-off (as described in the Remarks section). In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to Liberty Interactive Corporation's ("Liberty") Liberty Ventures common stock (each an "Original LVNT Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original LVNT Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F3The derivative security is fully vested.
Remarks
On August 27, 2014, Liberty completed a transaction (the "spin-off") whereby it spun-off the Issuer (its former wholly-owned subsidiary), which was effected by the distribution to each holder of its Liberty Ventures common stock of shares of the corresponding series of the common stock of the Issuer.