Trupanion (TRUP) Form 5 TRUPANION / ASHER BEARMAN ownership change

SEC Form 5

FORM 5

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

ANNUAL 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

OMB APPROVAL

OMB Number:	3235-0362
Estimated average burden
hours per response:	1.0

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BEARMAN ASHER

(Last) (First) (Middle)

C/O TRUPANION, INC.

6100 4TH AVENUE S, 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Business Development

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	08/25/2021		M	1,220	A	(1)	72,143	D
Common Stock	08/25/2021		F	614(2)	D	$93.83	71,529	D
Common Stock	08/25/2021		M	2,079	A	(1)	73,608	D
Common Stock	08/25/2021		F	1,046(2)	D	$93.83	72,562	D
Common Stock	08/25/2021		M	2,171	A	(1)	74,733	D
Common Stock	08/25/2021		F	1,093(2)	D	$93.83	73,640	D
Common Stock	11/25/2021		M	1,219	A	(1)	74,859	D
Common Stock	11/25/2021		S	614(3)	D	$125.2281(4)	74,245	D
Common Stock	11/25/2021		M	2,079	A	(1)	76,324	D
Common Stock	11/25/2021		F	1,046(2)	D	$125.03	75,278	D
Common Stock	11/25/2021		M	2,171	A	(1)	77,449	D
Common Stock	11/25/2021		F	1,093(2)	D	$125.03	76,356	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	08/25/2021		M		1,220	(5)	02/25/2022	Common Stock	1,220	$0	2,439	D
Restricted Stock Unit (RSU)	(1)	08/25/2021		M		2,079	(6)	02/25/2023	Common Stock	2,079	$0	12,476	D
Restricted Stock Unit (RSU)	(1)	08/25/2021		M		2,171	(7)	02/25/2024	Common Stock	2,171	$0	21,713	D
Restricted Stock Unit (RSU)	(1)	11/25/2021		M		1,219	(5)	02/25/2022	Common Stock	1,219	$0	1,220	D
Restricted Stock Unit (RSU)	(1)	11/25/2021		M		2,079	(6)	02/25/2023	Common Stock	2,079	$0	10,397	D
Restricted Stock Unit (RSU)	(1)	11/25/2021		M		2,171	(7)	02/25/2024	Common Stock	2,171	$0	19,542	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. This Form 4 discloses the shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting of the restricted stock units, and does not represent a sale by the reporting person.

3. This Form 4 discloses the shares of common stock that have been sold by the issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting of the restricted stock units.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.22 to $126.2128 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 sold at each separate price within the range set forth in this footnote (4).

5. The RSU vests and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2019, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date.

6. The RSU vests and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2020, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date.

7. The RSU vests and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2021, after which 1/16th of the total shares vest quarterly, subject to continued service through each vesting date.

Remarks:

	/s/ Charlotte Sim-Warner as attorney-in-fact for Asher Bearman	02/14/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.