TripAdvisor : Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OMB APPROVAL
Washington, D.C. 20549
OMB Number:	3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	Estimated average burden
hours per response:	0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Gouvalaris Geoffrey

TripAdvisor, Inc.[ TRIP ]

(Check all applicable)

Director

10% Owner

3. Date of Earliest Transaction (Month/Day/Year)

Officer (give title

X

Other (specify

12/16/2019

(Last)

(First)

(Middle)

below)

below)

400 1ST AVENUE

Chief Accounting Officer

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

(Street)

Line)

NEEDHAM

MA

02494

X Form filed by One Reporting Person

Form filed by More than One Reporting

(City)

(State)

(Zip)

Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

5)

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

(A) or

Code

V

Amount

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Common Stock

560

D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and Amount

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

of Securities

of

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Underlying

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Derivative Security

Security

Beneficially

Direct (D)

Ownership

Derivative

Acquired

(Instr. 3 and 4)

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

(A) or

Following

(I) (Instr. 4)

Disposed

Reported

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Common

Stock,

Stock

$

59.61

02/15/2017(1)

02/22/2026

Par

1,480

1,480

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$

93.42

02/15/2015(1)

02/15/2024

Par

425

425

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$

93.42

02/15/2015(1)

02/21/2024

Par

930

930

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$

38.15

02/15/2019(1)

02/22/2028

Par

3,144

3,144

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$

86.36

02/15/2016(1)

02/26/2025

Par

423

423

D

Option

Value

$.001

Per Share

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and Amount

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

of Securities

of

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Underlying

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Derivative Security

Security

Beneficially

Direct (D)

Ownership

Derivative

Acquired

(Instr. 3 and 4)

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

(A) or

Following

(I) (Instr. 4)

Disposed

Reported

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Common

Stock,

Stock

$41.77

02/15/2014(1)

02/27/2023

Par

2,732

2,732

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$39.31

06/15/2018(1)

02/27/2027

Par

1,961

1,961

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$50.63

02/15/2020(1)

02/27/2029

Par

3,360

3,360

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$39.31

02/15/2018(1)

02/27/2027

Par

4,114

4,114

D

Option

Value

$.001

Per Share

Common

Stock,

Stock

$36.7

02/15/2013(1)

05/04/2022

Par

5,000

5,000

D

Option

Value

$.001

Per Share

Restricted

02/15/2017(2)

Common

639

Stock

$0

02/16/2020

639

D

Stock

Units

Restricted

02/15/2019(2)

Common

2,616

Stock

$0

02/16/2022

2,616

D

Stock

Units

Restricted

02/15/2018(2)

Common

2,155

Stock

$0

02/16/2021

2,155

D

Stock

Units

Restricted

06/15/2018(2)

Common

1,782

Stock

$0

06/16/2021

1,782

D

Stock

Units

Restricted

02/15/2020(2)

Common

3,628

Stock

$0

02/16/2023

3,628

D

Stock

Units

Explanation of Responses:

1. Date 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.
2. Date 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.

/s/ Linda C. Frazier, attorney in 12/17/2019 fact

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

• Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EXHIBIT 24

Tripadvisor, Inc.

Power of Attorney

for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Tripadvisor, Inc., hereby constitutes and appoints each of Linda C Frazier, Seth J. Kalvert, signing singly, the undersigned's true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tripadvisor, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in- fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys- in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Tripadvisor, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys- in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 16th day of December, 2019

/s/ Geoff Gouvalaris

Geoff Gouvalaris