Item 3.03. Material Modification to Rights of Security Holders.

As previously disclosed in a Current Report on Form 8-K filed by Liberty TripAdvisor Holdings, Inc. ("Liberty TripAdvisor") with the Securities and Exchange Commission on March 16, 2020 (the "Prior 8-K"), Liberty TripAdvisor entered into the Investment Agreement, dated as of March 15, 2020 (the "Investment Agreement"), among Liberty TripAdvisor Holdings, Inc. ("Liberty TripAdvisor"), Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC (collectively, the "Purchaser") and solely for the purposes of certain provisions specified therein, Gregory B. Maffei. Pursuant to the Investment Agreement, Liberty TripAdvisor agreed to issue and sell to the Purchaser 325,000 shares of Liberty TripAdvisor's newly-created 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), for a purchase price of $1,000 per share.

The description of the Certificate of Designations for the Series A Preferred Stock set forth in Item 1.01 in the Prior 8-K is incorporated herein by reference. The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware on March 17, 2020.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The description of the Certificate of Designations for the Series A Preferred Stock set forth in Item 1.01 in the Prior 8-K and the information set forth in Item 3.03 above are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibit No. Description

  3.1         Certificate of Designations of 8% Series A Cumulative Redeemable
            Preferred Stock of Liberty TripAdvisor Holdings, Inc.
101.INS     Inline XBRL Instance Document - the instance document does not appear in
            Interactive Data File because its XBRL tags are embedded within the
            Inline XBRL document.
101.SCH     Inline XBRL Taxonomy Extension Schema Document
101.CAL     Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF     Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB     Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE     Inline XBRL Taxonomy Extension Presentation Linkbase Document
104         Cover Page Interactive Data File (formatted as Inline XBRL and contained
            in Exhibit 101)




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