Trupanion (TRUP) Form 4 TRUPANION / Robin A Ferracone ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Ferracone Robin A

(Last) (First) (Middle)

C/O TRUPANION, INC.

6100 4TH AVENUE SOUTH, SUITE 200

(Street)

SEATTLE WA 98108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/04/2021		P		6,000	A	$79.7935(1)	45,056	I	By Robin A. Ferracone TTEE Stewart R. Smith TTEE of the Robin A. Ferracone Living Trust dtd 6/3/2002(2)
Common Stock	05/04/2021		P		6,000	A	$80.9447(3)	51,056	I	By Robin A. Ferracone TTEE Stewart R. Smith TTEE of the Robin A. Ferracone Living Trust dtd 6/3/2002(2)
Common Stock	05/04/2021		P		2,000	A	$77.8276(4)	2,000	I	By S. Smith and R. Ferracone TTEE Stewart R. Smith Living Trust U/A dtd 12/13/1988(5)
Common Stock	05/04/2021		P		2,000	A	$78.0373	4,000	I	By S. Smith and R. Ferracone TTEE Stewart R. Smith Living Trust U/A dtd 12/13/1988(5)
Common Stock	05/04/2021		P		2,000	A	$78.307(6)	6,000	I	By S. Smith and R. Ferracone TTEE Stewart R. Smith Living Trust U/A dtd 12/13/1988(5)
Common Stock	05/05/2021		M		23,360	A	$7.73	32,647	D
Common Stock	05/05/2021		M		23,213	A	$8.57	55,860	D
Common Stock	05/05/2021		M		18,608	A	$16.06	74,468	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$7.73	05/05/2021		M			23,360	(7)	02/18/2025	Common Stock	23,360	$0	0	D
Stock Option (right to buy)	$8.57	05/05/2021		M			23,213	(7)	02/05/2026	Common Stock	23,213	$0	0	D
Stock Option (right to buy)	$16.06	05/05/2021		M			18,608	(7)	02/21/2027	Common Stock	18,608	$0	0	D

Explanation of Responses:

1. The reported price in Column 4 is the weighted average price. These shares were purchased in multiple transactions at prices ranging from $79.76 to $80.17 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. Shares held of record by Robin A. Ferracone TTEE and Stewart R. Smith TTEE of the Robin A. Ferracone Living Trust dtd 6/3/2002, of which the reporting person is a beneficiary.

3. The reported price in Column 4 is the weighted average price. These shares were purchased in multiple transactions at prices ranging from $80.19 to $80.9877 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is the weighted average price. These shares were purchased in multiple transactions at prices ranging from $77.73 to $77.8599 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. Shares held of record by S. Smith and R. Ferracone TTEE Stewart R. Smith Living Trust U/A dtd 12/13/1988, of which the reporting person's spouse is the sole beneficiary and both the reporting person and reporting person's spouse are co-trustees.

6. The reported price in Column 4 is the weighted average price. These shares were purchased in multiple transactions at prices ranging from $78.294 to $78.3084 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

7. This stock option is fully vested.

Remarks:

	/s/ Charlotte Sim-Warner as attorney-in-fact for Robin A. Ferracone	05/06/2021
	** 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).
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