Teunissen Ernst 02494 Form 4 TripAdvisor / ERNST 02494 TEUNISSEN 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^*

TEUNISSEN ERNST 02494

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM MA 02494

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [ TRIP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2020

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, Par Value $.001 Per Share	02/15/2020		M		4,446	A	$0	4,446	D
Common Stock, Par Value $.001 Per Share	02/15/2020		F		1,399	D	$29.64	3,047	D
Common Stock, Par Value $.001 Per Share	02/15/2020		M		13,110	A	$0	16,157	D
Common Stock, Par Value $.001 Per Share	02/15/2020		F		3,848	D	$29.64	12,309	D
Common Stock, Par Value $.001 Per Share	02/15/2020		M		8,422	A	$0	20,731	D
Common Stock, Par Value $.001 Per Share	02/15/2020		F		2,472	D	$29.64	18,259	D
Common Stock, Par Value $.001 Per Share	02/15/2020		M		6,480	A	$0	24,739	D
Common Stock, Par Value $.001 Per Share	02/15/2020		F		1,902	D	$29.64	22,837	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 Units	$0	02/15/2020		M			4,446	02/15/2017(1)	02/15/2020(2)	Common Stock	4,446	$0	0	D
Restricted Stock Units	$0	02/15/2020		M			13,110	02/15/2018(3)	02/15/2021	Common Stock	13,110	$0	13,111	D
Restricted Stock Units	$0	02/15/2020		M			8,422	02/15/2019(4)	02/15/2022	Common Stock	8,422	$0	16,846	D
Restricted Stock Units	$0	02/15/2020		M			6,480	02/15/2020(3)	02/16/2023	Common Stock	6,480	$0	19,442	D

Explanation of Responses:

1. Of the RSUs granted, 3,962 vested on February 15, 2017 and 3,961 will vest on each of February 15, 2018, February 15, 2019 and February 15, 2020. Shares will be delivered on a one-for-one basis.

2. Date at which first vesting occurs is indicated. One-fourth the total number of restricted stock units, or RSUs, vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the RSUs are fully vested.

3. Date at which first vesting occurs is indicated. One-fourth of the total number of RSUs vest on the first vesting date and an additional one-fourth vest on each anniversary thereafter, until the RSUs are fully vested. Upon vesting, shares will be issued on a one-for-one basis.

4. The Restricted Stock Units ("RSUs") vest and settle in four equal annual installments commencing on the first anniversary of the date of grant.

	/s/ Linda C. Frazier, attorney in fact	02/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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