Jay C. Hoag - Jun 11, 2024 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role
Director
Signature
/s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag
Stock symbol
TRIP
Transactions as of
Jun 11, 2024
Transactions value $
$0
Form type
4
Date filed
6/13/2024, 07:39 PM
Previous filing
Jun 11, 2024
Next filing
Jul 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRIP Common Stock Award $0 +13.6K +24.73% $0.00 68.7K Jun 11, 2024 Direct F1, F2
holding TRIP Common Stock 1.61M Jun 11, 2024 TCV IX, L.P. F3
holding TRIP Common Stock 455K Jun 11, 2024 TCV IX (A) Opportunities, L.P. F4
holding TRIP Common Stock 86.2K Jun 11, 2024 TCV IX (B), L.P. F5
holding TRIP Common Stock 126K Jun 11, 2024 TCV Member Fund, L.P. F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares underlying Restricted Stock Units ("RSUs") granted under TripAdvisor, Inc. stock and annual incentive plan in connection with such individual's election to the Board of Directors on June 11, 2024. Such RSUs vest in full on June 11, 2025.
F2 Jay C. Hoag has sole voting and dispositive power over the RSUs he holds directly. However, TCV IX Management, L.L.C. has a right to 100% of the pecuniary interest in such RSUs. Mr. Hoag is a Member of TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares underlying such RSUs except to the extent of his pecuniary interest therein.
F3 These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX, but each disclaims beneficial ownership of such shares except to their extent of his pecuniary interest therein.
F4 These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV A Opportunities"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag, Management IX, TCM IX, TCV IX (A), L.P. and TCV IX (A) Opportunities, Ltd. may be deemed to beneficially own the shares held by TCV IX A Opportunities but each disclaims beneficial ownership of such shares except to the except of their pecuniary interest therein.
F5 These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag, Management IX, and TCM IX may be deemed to beneficially own the shares held by TCV IX (B) but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F6 These shares are directly held by TCV Member Fund, L.P. ("TCV MF"). Mr. Hoag is a Class A Member of Management IX. Management IX is a general partner of TCV MF. Mr. Hoag is also a limited partner of TCV MF. Mr. Hoag and Management IX may be deemed to beneficially own the shares held by TCV MF but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.