Matt Goldberg - Jul 1, 2022 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role
CEO and President, Director
Signature
/s/ Linda C. Frazier, attorney in fact
Stock symbol
TRIP
Transactions as of
Jul 1, 2022
Transactions value $
$0
Form type
4
Date filed
7/6/2022, 05:26 PM
Previous filing
Dec 2, 2021
Next filing
Jul 5, 2023

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TRIP Restricted Stock Units Award $0 +378K $0.00 378K Jul 1, 2022 Common Stock 378K $0.00 Direct F1
transaction TRIP Restricted Stock Units Award $0 +258K $0.00 258K Jul 1, 2022 Common Stock 258K $0.00 Direct F2
transaction TRIP Stock Option Award $0 +516K $0.00 516K Jul 1, 2022 Common Stock 516K $18.47 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The performance-based restricted stock units ("PSUs") will vest on July 1, 2025 ("PSU Vesting Date"), with respect to 25% of the PSUs if the Reference Price (as defined below) is equal to or greater than $35.00 but less than $45.00, 50% of the PSUs if the Reference Price is equal to or greater than $45.00 but less than $55.00 and 100% of the PSUs if the Reference Price is equal to or greater than $55.00, subject to continued employment through the PSU Vesting Date. Reference Price means a volume weighed average price of a share as reported on Bloomberg (or equivalent wire service) over a thirty (30) trading-day period between July 1, 2023 and the PSU Vesting Date.
F2 Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on July 1, 2023, and 6.25% on the first day of each of the next 12 quarters, such that the award is fully vested on July 1, 2026.
F3 Date at which first vesting occurs is indicated. 25% of the total number of Options vest on July 1, 2023, and 6.25% on the first day of each of the next 12 quarters, such that the award is fully vested on July 1, 2026.