Trupanion (TRUP) Form 4 TRUPANION / JOHN R GALLAGHER 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^*

GALLAGHER JOHN R

(Last) (First) (Middle)

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, Global Support Services

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2023

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	11/25/2023		M		216	A	(1)	10,315	D
Common Stock	11/25/2023		F		52(2)	D	$27.07	10,263	D
Common Stock	11/25/2023		M		25	A	(1)	10,288	D
Common Stock	11/25/2023		F		6(2)	D	$27.07	10,282	D
Common Stock	11/25/2023		M		816	A	(1)	11,098	D
Common Stock	11/25/2023		F		198(2)	D	$27.07	10,900	D
Common Stock	11/25/2023		M		19	A	(1)	10,919	D
Common Stock	11/25/2023		F		4(2)	D	$27.07	10,915	D
Common Stock	11/25/2023		M		734	A	(1)	11,649	D
Common Stock	11/25/2023		F		178(2)	D	$27.07	11,471	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
Restricted Stock Unit (RSU)	(1)	11/25/2023		M			216	(3)	02/25/2024(3)	Common Stock	216	$0	216	D
Restricted Stock Unit (RSU)	(1)	11/25/2023		M			25	(4)	05/25/2024(4)	Common Stock	25	$0	49	D
Restricted Stock Unit (RSU)	(1)	11/25/2023		M			816	(5)	02/25/2025(5)	Common Stock	816	$0	4,079	D
Restricted Stock Unit (RSU)	(1)	11/25/2023		M			19	(6)	02/25/2025(6)	Common Stock	19	$0	93	D
Restricted Stock Unit (RSU)	(1)	11/25/2023		M			734	(7)	02/25/2026(7)	Common Stock	734	$0	6,611	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. On April 3, 2020, the reporting person was granted 3,453 restricted stock units (RSUs). The RSUs vested and converted into 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 vest date.

4. On May 11, 2020, the reporting person was granted 393 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on May 25, 2021, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

5. On February 22, 2021, the reporting person was granted 13,052 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2022, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

6. On February 22, 2021, the reporting person was granted 298 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2022, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

7. On February 28, 2022, the reporting person was granted 11,752 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

Remarks:

	/s/ Lauren Welsh as attorney-in-fact for John R. Gallagher	11/28/2023
	** 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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