Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Watson Noel Bertram
2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2016
3. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [TRIP]
(Last)
(First)
(Middle)
C/O TRIPADVISOR, INC., 400 1ST AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEEDHAM, MA 02494
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 02/15/2013(1) 05/04/2022 Common Stock 6,250 $ 40.2 D  
Stock Option (Right to Buy) 02/15/2014(2) 02/27/2023 Common Stock 7,247 $ 45.27 D  
Stock Option (Right to Buy) 02/15/2015(3) 02/21/2024 Common Stock 3,348 $ 96.92 D  
Stock Option (Right to Buy) 02/15/2016(4) 02/26/2025 Common Stock 1,907 $ 89.86 D  
Restricted Stock Units   (5)   (5) Common Stock 1,143 $ 0 D  
Restricted Stock Units   (6)   (6) Common Stock 992 $ 0 D  
Restricted Stock Units   (7)   (7) Common Stock 1,314 $ 0 D  
Restricted Stock Units   (8)   (8) Common Stock 4,099 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Watson Noel Bertram
C/O TRIPADVISOR, INC.
400 1ST AVENUE
NEEDHAM, MA 02494
      Chief Accounting Officer  

Signatures

/s/ Linda C. Frazier, attorney in fact 03/10/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) All of such options are currently exercisable.
(2) Of such options, 3,832 are currently exercisable and 3,415 become exercisable on February 15, 2017.
(3) Of such options, 1,674 are currently exercisable and 837 become exercisable on each of February 15, 2017 and February 15, 2018.
(4) Of such options, 477 are currently exercisable and 477 will become exercisable on each of February 15, 2017 and February 15, 2018, and the remaining 476 will become exercisable on February 15, 2019.
(5) The restricted stock units, or RSUs, will vest on February 15, 2017. Shares will be delivered on a one-for-one basis.
(6) Of such RSUs, 496 will vest on each of February 15, 2017 and February 15, 2018. Shares will be delivered on a one-for-one basis.
(7) Of such RSUs, 438 vest on each of February 15, 2017, February 15, 2018 and February 15, 2019. Shares will be delivered on a one-for-one basis.
(8) Of such RSUs, 2,049 will best on October 31, 2016, 1,024 will vest on October 31, 2017 and 1,026 will vest on October 31, 2018. Shares will be delivered on a one-for-one basis.

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