SEC Form 4 · accession 0001225208-16-043216
Liberty TripAdvisor Holdings, Inc. · LTRPA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert E Rosenthaler
Officer — Chief Corp. Dev. Officer · Director
Period of report
Dec 12, 2016
Accepted (ET)
Dec 14, 2016 · 7:10 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 StockF1 | Dec 12, 2016 | M | 623 | $14.11 | A | 19,447 | D | |
| Series A Common Stock | Dec 12, 2016 | S | 623 | $16.155 | D | 18,824 | 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) - LTRPAF2,F3,F4 | $14.11 | Dec 12, 2016 | M | 623 | D | — | Dec 17, 2016 | Series A Common Stock | 623 | 0 | D |
Explanation of responses
- F1Includes 18,824 shares acquired in a pro rata distribution by Liberty Interactive Corporation ("Liberty") on August 27, 2014 to holders of its Series A Liberty Ventures Common Stock ("LVNT Common Stock") in connection with the spin-off of the Issuer (formerly a wholly-owned subsidiary of Liberty) from Liberty ("spin-off").
- F2This stock option was granted as a result of the adjustments described in this footnote. In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the LVNT 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 ("Post-Spin LTRP Award"). 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.
- F4Except as set forth on this Form 4, the terms of the Post-Spin LTRP Award are, in all material respects, the same as those of the corresponding Original LVNT Award.