SEC Form 4 · accession 0001225208-16-023918
Liberty TripAdvisor Holdings, Inc. · LTRPA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard N Baer
Officer — Chief Legal Officer
Period of report
Jan 5, 2016
Accepted (ET)
Jan 7, 2016 · 6:33 pm EST
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 | Jan 5, 2016 | M | 26,414 | $13.65 | A | 33,397 | D | |
| Series A Common StockF3 | Jan 5, 2016 | S | 2,431 | $28.8953 | D | 30,966 | D | |
| Series A Common StockF4 | Jan 5, 2016 | S | 26,414 | $28.7168 | D | 4,552 | D |
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) - LTRPAF5,F6 | $13.65 | Jan 5, 2016 | M | 26,414 | D | — | Nov 8, 2022 | Series A Common Stock | 26,414 | 26,414 | D |
Explanation of responses
- F1Such transactions were effected pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F2Open market sale pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F3The price is a weighted average price. These shares were sold in multiple transactions ranging from $28.77 to $29.09, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F4The price is a weighted average price. These shares were sold in multiple transactions ranging from $28.60 to $29.00, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F5On August 27, 2014, Liberty Interactive Corporation completed the spin-off of the Issuer, which was effected by the distribution to each holder of its Liberty Ventures Common Stock of shares of the corresponding series of the Issuer's common stock. In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the 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.
- F6The option award vested 50% on December 31, 2015, and the remainder of the award vests on December 31, 2016.