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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 02/22/2018 | A | 22,809 | 02/15/2019(1) | 02/15/2022 | Common Stock | 22,809 | $ 0 | 22,809 | D | ||||
Stock Option (Right to Buy) | $ 41.65 | 02/22/2018 | A | 26,910 | 02/15/2019(2) | 02/15/2022 | Common Stock | 26,910 | $ 0 | 26,910 | D | ||||
Restricted Stock Units (TSR performance-based) | $ 0 | 02/22/2018 | A | 11,404 (3) | 12/31/2020(4) | 01/01/2021 | Common Stock, Par Value $.001 Per Share | 11,404 | $ 0 | 11,404 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kalvert Seth J C/O TRIPADVISOR, INC. 400 1ST AVENUE NEEDHAM, MA 02494 |
SVP, GC, Sec. |
/s/ Linda C. Frazier, attorney in fact | 02/26/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Restricted Stock Units ("RSUs") vest and settle in four equal annual installments commencing on the first anniversary of the date of grant. |
(2) | The options vest and become exercisable in four equal annual installments commencing on the first anniversary of the date of grant. |
(3) | The actual number of performance-based RSUs ("PSUs") to vest and settle (with a target of 11,404 RSUs and maximum of 22,808 RSUs) will be based on the extent to which the Issuer's relative total shareholder return ("TSR") equals or exceeds the TSR of the Nasdaq Composite Total Return Index during the performance period beginning January 1, 2018 and ending December 31, 2020. |
(4) | The PSUs will vest and settle shortly following expiration of the performance period described above. |